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ORD 37702 - Hotel Revenue Refunding Bonds Series 2007 4 * 0tAAHA,iz.,494 Finance Department L4f . �f. R E C E I V E I) Omaha/Douglas Civic Center ° ' rtrt►, 1819 Famam Street,Suite 1004 "►e t...)�' ' 07 APR 12 Cs'VI *470,1 P ?; Omaha,Nebraska 68183-1004 o� :�_:._�:;rye (402)444-5416 i004` -4y + ! w _,, Telefax(402)444-5423 /��jA[� �{ `(}�[��/�,�, }� Carol A.Ebdon dT�'afiEBRV� O1"tl�ff�� tJFsLlS75R1 City of Omaha Director Mike Fahey,Mayor Allen R.Herink City Comptroller Honorable President and Members of the City Council, ORDINANCE APPROVING AN INDENTURE OF TRUST, RELATED DOCUMENTS AND THE ISSUANCE BY THE CITY OF OMAHA CONVENTION HOTEL CORPORATION OF ITS CONVENTION CENTER HOTEL REVENUE REFUNDING BONDS SERIES 2007 We present this Ordinance for your consideration pursuant to Section 5.17 of the Home Rule Charter of the City of Omaha, 1956, as amended, and the Convention Center Facility Financing Assistance Act, Sections 13-2601 to 13-2612, inclusive, Reissue Revised Statutes of Nebraska, 2004 Supp., as amended (the "Convention Center Act"). Section 5.17 of Article V of the Home Rule Charter authorizes the City to enter into leases where the power to lease exists, and the Convention Center Act authorizes the City to participate in the financing and refinancing of public facilities appurtenant to the City's convention center and arena. This is an Ordinance approving an. Indenture of Trust (the "Indenture") by and between the City of Omaha Convention Hotel Corporation (the "Corporation") and Wells Fargo Bank, National Association, as Trustee, a copy of which Indenture is attached hereto as Exhibit A and incorporated herein by this reference; approving the terms and conditions of the Corporation's Convention Center Hotel First Tier Revenue Refunding Bonds, Series 2007 (the "Series 2007 Bonds") as set forth in the Indenture and preliminarily the issuance and delivery thereof for the purpose of refunding the Corporation's $102,725,000 outstanding principal amount Convention Center Hotel First Tier Revenue Bonds, Series 2002A and $4,192,447.50 of the $7,185,000 outstanding principal amount Convention Center Hotel Third Tier Revenue Bonds, Series 2002B; approving an Escrow Agreement (the "Escrow Agreement") by and between the Corporation and Wells Fargo Bank, National Association, as escrow agent, a copy of which Escrow Agreement is attached hereto as Exhibit B and incorporated herein by this reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Honorable President and Members of the City Council Page -2- Exhibit C; affirming the City's approval of the formation of and the Articles of Incorporation of the Corporation as a public benefit corporation acting on behalf of the City; approving the transfer of the $3,000,000 previously appropriated by the City and on deposit in the Convention Center Hotel Revenue Bond City Appropriation Fund to the Convention Center Hotel Revenue Refunding Bond City Appropriation Fund to be held by the Trustee; agreeing to seek annual appropriations in the amounts, if any, necessary to make Series 2007 Bond debt service support payments; satisfying applicable federal income tax law requirements and approving the effective date hereof Respectfully submitted, Referred to City Council for Consideration: Cam-- y10)-67 ayor ' " " a7 Carol A. Ebdon Date 's Office(444 - Date " Finance Director P:\FIN\8173sap.doc eration pursuant to Section 5.17 of the Home Rule Charter of the City of Omaha, 1956, as amended, and the Convention Center Facility Financing Assistance Act, Sections 13-2601 to 13-2612, inclusive, Reissue Revised Statutes of Nebraska, 2004 Supp., as amended (the "Convention Center Act"). Section 5.17 of Article V of the Home Rule Charter authorizes the City to enter into leases where the power to lease exists, and the Convention Center Act authorizes the City to participate in the financing and refinancing of public facilities appurtenant to the City's convention center and arena. This is an Ordinance approving an. Indenture of Trust (the "Indenture") by and between the City of Omaha Convention Hotel Corporation (the "Corporation") and Wells Fargo Bank, National Association, as Trustee, a copy of which Indenture is attached hereto as Exhibit A and incorporated herein by this reference; approving the terms and conditions of the Corporation's Convention Center Hotel First Tier Revenue Refunding Bonds, Series 2007 (the "Series 2007 Bonds") as set forth in the Indenture and preliminarily the issuance and delivery thereof for the purpose of refunding the Corporation's $102,725,000 outstanding principal amount Convention Center Hotel First Tier Revenue Bonds, Series 2002A and $4,192,447.50 of the $7,185,000 outstanding principal amount Convention Center Hotel Third Tier Revenue Bonds, Series 2002B; approving an Escrow Agreement (the "Escrow Agreement") by and between the Corporation and Wells Fargo Bank, National Association, as escrow agent, a copy of which Escrow Agreement is attached hereto as Exhibit B and incorporated herein by this reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. ORDINANCE NO. 37'7D„Z AN ORDINANCE APPROVING AN INDENTURE OF TRUST (THE "INDENTURE") BY AND BETWEEN THE CITY OF OMAHA CONVENTION HOTEL CORPORATION (THE "CORPORATION") AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE, A COPY OF WHICH INDENTURE IS ATTACHED HERETO AS EXHIBIT A AND INCORPORATED HEREIN BY THIS REFERENCE; APPROVING THE TERMS AND CONDITIONS OF THE CORPORATION'S CONVENTION CENTER HOTEL FIRST TIER REVENUE REFUNDING BONDS, SERIES 2007 (THE "SERIES 2007 BONDS") AS SET FORTH IN THE INDENTURE AND PRELIMINARILY THE ISSUANCE AND DELIVERY THEREOF FOR THE PURPOSE OF REFUNDING THE CORPORATION'S $102,725,000 OUTSTANDING PRINCIPAL AMOUNT CONVENTION CENTER HOTEL FIRST TIER REVENUE BONDS, SERIES 2002A AND $4,192,447.50 OF THE $7,185,000 OUTSTANDING PRINCIPAL AMOUNT CONVENTION CENTER HOTEL THIRD TIER REVENUE BONDS, SERIES 2002B; APPROVING AN ESCROW AGREEMENT (THE "ESCROW AGREEMENT") BY AND BETWEEN THE CORPORATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ESCROW AGENT, A COPY OF WHICH ESCROW AGREEMENT IS ATTACHED HERETO AS EXHIBIT B AND INCORPORATED HEREIN BY THIS REFERENCE; APPROVING A CONTINUING DISCLOSURE LETTER AGREEMENT, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT C; AFFIRMING THE CITY'S APPROVAL OF THE FORMATION OF AND THE ARTICLES OF INCORPORATION OF THE CORPORATION AS A PUBLIC BENEFIT CORPORATION ACTING ON BEHALF OF THE CITY; APPROVING THE TRANSFER OF THE $3,000,000 PREVIOUSLY APPROPRIATED BY THE CITY AND ON DEPOSIT IN THE CONVENTION CENTER HOTEL REVENUE BOND CITY APPROPRIATION FUND TO THE CONVENTION CENTER HOTEL REVENUE REFUNDING BOND CITY APPROPRIATION FUND TO BE HELD BY THE TRUSTEE; AGREEING TO SEEK ANNUAL APPROPRIATIONS IN THE AMOUNTS, IF ANY, NECESSARY TO MAKE SERIES 2007 BOND DEBT SERVICE SUPPORT PAYMENTS; SATISFYING APPLICABLE FEDERAL INCOME TAX LAW REQUIREMENTS AND APPROVING THE EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: ARTICLE I FINDINGS AND DETERMINATIONS The Mayor and Council of the City of Omaha hereby find and determine: (a) the City of Omaha, Nebraska (the "City") is authorized by the Convention Center Facility Financing Assistance Act, Sections 13-2601 to 13-2612, inclusive, Reissue Revised Statutes of Nebraska, 2004 Supp., as amended (the "Convention Center 4841-5850-4961.4 tween the Corporation and Wells Fargo Bank, National Association, as escrow agent, a copy of which Escrow Agreement is attached hereto as Exhibit B and incorporated herein by this reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. ' ORDINANCE NO. 3��D Page 2 Act"), to finance and refinance public facilities appurtenant to the City's convention center and arena (the "Convention Center") located immediately north of downtown Omaha, Nebraska; and, (b) the City previously determined that the successful operation of the Convention Center, a publicly-owned and operated facility, required that a hotel facility suitable for prospective conventions and other users of the Convention Center be constructed adjacent to the Convention Center; and, (c) the City of Omaha Convention Hotel Corporation, a Nebraska nonprofit corporation (the "Corporation"), was incorporated in 2002 as a public benefit corporation for the purpose of providing on behalf of the City (i) the financing for the acquisition, construction, improving and equipping of an upscale convention hotel adjacent and appurtenant to the Convention Center (the "Project"), and (ii) the operation and management of such Project; and, (d) the Corporation previously issued its $102,970,000 Convention Center Hotel First Tier Revenue Bonds Series 2002A (the "2002A Bonds") and its $6,003,211.20 Convention Center Hotel Third Tier Revenue Bonds Series 2002B (the "2002B Bonds") on behalf of the City, of which $102,725,000 of the 2002A Bonds and $7,185,000 of the 2002B Bonds now are outstanding, and applied the proceeds of the 2002A Bonds and the 2002B Bonds to the payment of costs of acquiring, constructing, improving and equipping the Project; and (e) the City, in order to achieve lower interest costs, now wishes to authorize, approve and assist the Corporation in the refinancing of the Project by the refunding of 4841-5850-4961.4 THE AMOUNTS, IF ANY, NECESSARY TO MAKE SERIES 2007 BOND DEBT SERVICE SUPPORT PAYMENTS; SATISFYING APPLICABLE FEDERAL INCOME TAX LAW REQUIREMENTS AND APPROVING THE EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: ARTICLE I FINDINGS AND DETERMINATIONS The Mayor and Council of the City of Omaha hereby find and determine: (a) the City of Omaha, Nebraska (the "City") is authorized by the Convention Center Facility Financing Assistance Act, Sections 13-2601 to 13-2612, inclusive, Reissue Revised Statutes of Nebraska, 2004 Supp., as amended (the "Convention Center 4841-5850-4961.4 tween the Corporation and Wells Fargo Bank, National Association, as escrow agent, a copy of which Escrow Agreement is attached hereto as Exhibit B and incorporated herein by this reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. ORDINANCE NO. c391aot Page 3 the outstanding 2002A Bonds and $4,192,447.50 principal amount of the outstanding 2002B Bonds (the "Refunding"), the negotiation of the purchase and cancellation of the remaining $2,992,552.50 principal amount of the outstanding 2002B Bonds (the "Cancellation"), and further wishes to authorized, approve and assist in the continued operation and management of the Project by or on behalf of the Corporation; and, (f) the City, as lessor and the Corporation, as lessee, previously entered into two Site Lease Agreements dated as of April 1, 2002 (collectively, the "2002 Leases") relating to those certain parcels of real estate owned by the City and legally described in the 2002 Leases (the "Project Site"), that constitute a part of and are the location of the Project; and, (g) the City of Omaha wishes to reaffirm that it acknowledges, approves and ratifies the formation of the Corporation, that it accepts the assistance of the Corporation, acting as public benefit corporation on behalf of the City, for the purposes of the financing, refinancing, operation and management of the Project, and that it will cooperate with and assist the Corporation as necessary in furtherance of such purposes; and, (h) the City of Omaha desires that the Corporation issue on behalf of the City under the Indenture (as hereinafter defined), an issue in one or more series of the Corporation's tax-exempt convention center hotel revenue refunding bonds in the aggregate principal amount of not to exceed $115,000,000 (the "Bonds"), and apply the proceeds thereof to pay the costs of the Refunding and thereby to refinance the costs of the Project; and, 4841-5850-4961.4 OUNTS, IF ANY, NECESSARY TO MAKE SERIES 2007 BOND DEBT SERVICE SUPPORT PAYMENTS; SATISFYING APPLICABLE FEDERAL INCOME TAX LAW REQUIREMENTS AND APPROVING THE EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: ARTICLE I FINDINGS AND DETERMINATIONS The Mayor and Council of the City of Omaha hereby find and determine: (a) the City of Omaha, Nebraska (the "City") is authorized by the Convention Center Facility Financing Assistance Act, Sections 13-2601 to 13-2612, inclusive, Reissue Revised Statutes of Nebraska, 2004 Supp., as amended (the "Convention Center 4841-5850-4961.4 tween the Corporation and Wells Fargo Bank, National Association, as escrow agent, a copy of which Escrow Agreement is attached hereto as Exhibit B and incorporated herein by this reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. ORDINANCE NO. 3399001- Page 4 (i) the City desires that the Corporation select Piper Jaffray & Co., as the underwriter(the "Underwriter") of the Bonds; and, (j) the Underwriter has advised the City that the successful marketing of the Bonds to achieve the lowest available net interest rate will require that the City provide support, on an annual appropriation basis, for the payment of the principal of and interest on the Bonds, or a portion thereof, in the event that the revenues of the Project and other funds to be pledged as security for the Bonds are insufficient for the timely payment of such principal and interest; and, (k) the Bonds shall not be a general obligation of the City, shall not constitute a pecuniary liability of the City, and the full faith and credit and taxing power of the City shall not be pledged as security for the payment of the principal of or interest of the Bonds, but the Bonds shall be solely the obligations of the Corporation, secured by and payable solely from the revenues of the Project and such other funds and sources, including a deed of trust secured by the Project, as shall be pledged under the Indenture; and, (1) the Corporation is willing to issue the Bonds on behalf of the City, the proceeds of which Bonds will be deposited in an escrow fund pursuant to an escrow agreement for the purposes of defeasing and refunding the outstanding 2002A Bonds and the portion of the outstanding 2002B Bonds not subject to the Cancellation, and discharging the indenture of trust under which the 2002A Bonds and 2002B Bonds were issued; and, 4841-5850-4961.4 costs of the Refunding and thereby to refinance the costs of the Project; and, 4841-5850-4961.4 OUNTS, IF ANY, NECESSARY TO MAKE SERIES 2007 BOND DEBT SERVICE SUPPORT PAYMENTS; SATISFYING APPLICABLE FEDERAL INCOME TAX LAW REQUIREMENTS AND APPROVING THE EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: ARTICLE I FINDINGS AND DETERMINATIONS The Mayor and Council of the City of Omaha hereby find and determine: (a) the City of Omaha, Nebraska (the "City") is authorized by the Convention Center Facility Financing Assistance Act, Sections 13-2601 to 13-2612, inclusive, Reissue Revised Statutes of Nebraska, 2004 Supp., as amended (the "Convention Center 4841-5850-4961.4 tween the Corporation and Wells Fargo Bank, National Association, as escrow agent, a copy of which Escrow Agreement is attached hereto as Exhibit B and incorporated herein by this reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. ORDINANCE NO. 43 Page 5 (m) the Corporation is willing to enter into an Amended and Restated Indenture of Trust (the "Indenture") with Wells Fargo Bank, National Association, as trustee (the "Trustee"), which Indenture shall be dated as of May 1, 2007, or such later date as may be specified by resolution of the City Council and shall set forth the series, security, maturity or maturities, interest rate or rates, redemption, credit support facilities, permitted investments and other terms and conditions of the Bonds; and, '(n) The Corporation is willing to enter into an Escrow Agreement (the "Escrow Agreement") with Wells Fargo Bank, National Association, as escrow agent (the "Escrow Agent"), which Escrow Agreement shall be dated as of May 1, 2007 or such later date as may be specified by resolution of the City Council, and shall set forth the defeasance escrow requirements for the defeasance and payment of the 2002A Bonds; and, (o) under applicable Internal Revenue Service rulings, the approval by the City Council of the issuance of the Bonds by the Corporation is required in order that the interest on the Bonds be excluded from gross income of the holders for the purpose of federal income taxation, which exclusion will reduce the Corporation's interest costs and thereby reduce the amount, if any, of annually appropriated payments by the City in support of Bond debt service; and, (p) the Corporation has requested the Underwriter, as representative of a group of underwriters, to underwrite the Bonds, and contemplates entering into an underwriting agreement (the "Bond Purchase Agreement") with the Underwriter providing for the sale of the Bonds to the Underwriter; and, 4841-5850-4961.4 TO MAKE SERIES 2007 BOND DEBT SERVICE SUPPORT PAYMENTS; SATISFYING APPLICABLE FEDERAL INCOME TAX LAW REQUIREMENTS AND APPROVING THE EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: ARTICLE I FINDINGS AND DETERMINATIONS The Mayor and Council of the City of Omaha hereby find and determine: (a) the City of Omaha, Nebraska (the "City") is authorized by the Convention Center Facility Financing Assistance Act, Sections 13-2601 to 13-2612, inclusive, Reissue Revised Statutes of Nebraska, 2004 Supp., as amended (the "Convention Center 4841-5850-4961.4 tween the Corporation and Wells Fargo Bank, National Association, as escrow agent, a copy of which Escrow Agreement is attached hereto as Exhibit B and incorporated herein by this reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. ORDINANCE NO. 5 2d94 2 Page 6 (q) in order that the Underwriter may comply with Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 (17 C.F.R., § 240.15c2-12) (the "Rule"), the Corporation will enter into the Letter Agreement (the "Letter Agreement") with the Trustee pursuant to which the Corporation will agree to provide ongoing disclosure about the Corporation and City for the benefit of the holders of the Bonds, and it is necessary and desirable that City agree to provide to the Corporation such annual financial information and operating data of the City as shall be designated by the Letter Agreement; and, (r) the City has determined that it is necessary and in best interest of the City as the owner of the Convention Center and for the general welfare and public benefit of the citizens of Omaha, Nebraska that: the Corporation issue the Bonds and apply the proceeds thereof to the costs of the Refunding and thereby to refinance the costs of acquisition, construction, improving and equipping of the Project; that the Corporation operate and manage, or cause to be operated and managed, the Project; that the City approve the Letter Agreement, the Indenture, the Escrow Agreement, and such other agreements (as shall be named and defined by the Indenture) into which the Corporation shall enter to achieve its public purpose with respect to the refinancing and operation of the Project and the Refunding; that the City authorize the transfer to the Convention Center Hotel Revenue Refunding Bond City Appropriation Fund (the "City Appropriation Fund") to be held by the Trustee of the $3,000,000 previously appropriated by the City from the Keno Reserve Fund for transfer to the Convention Center Hotel Revenue Bond City Appropriation Fund; that the City agree to include in its annual 4841-5850-4961.4 QUIREMENTS AND APPROVING THE EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: ARTICLE I FINDINGS AND DETERMINATIONS The Mayor and Council of the City of Omaha hereby find and determine: (a) the City of Omaha, Nebraska (the "City") is authorized by the Convention Center Facility Financing Assistance Act, Sections 13-2601 to 13-2612, inclusive, Reissue Revised Statutes of Nebraska, 2004 Supp., as amended (the "Convention Center 4841-5850-4961.4 tween the Corporation and Wells Fargo Bank, National Association, as escrow agent, a copy of which Escrow Agreement is attached hereto as Exhibit B and incorporated herein by this reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. ORDINANCE NO. c32 (1;Z Page 7 budgets a request for such annually appropriated amounts as shall be determined necessary for the payment of the principal of and interest on the Bonds or the replenishment of the aforesaid City Appropriation Fund in accordance with the Indenture; and that it is necessary that the City satisfy certain requirements of federal income tax law in order that interest on the Bonds shall be excluded from the gross income of the holders thereof for federal income tax purposes. ARTICLE II AUTHORIZATIONS AND APPROVALS Section 1. The formation of the Corporation and the Articles of Incorporation thereof are hereby acknowledged, approved and ratified by the City Council, and the Corporation is authorized to do that which is and shall be necessary and appropriate in order that the Corporation may issue the Bonds on behalf of the City for the purpose of the Refunding and may negotiate the Cancellation in order to refinance the acquisition, construction, improving and equipping of the Project, and that the Corporation may operate and manage, or cause to be operated and managed, the Project. Section 2. The Indenture, in substantially the form presented to the City Council and attached hereto as Exhibit A, is hereby approved, subject to such changes, insertions and omissions and fillings-in of blanks as shall have been approved by the City Attorney and Finance Director, which approvals shall be evidenced by the certificates of such City Attorney and Finance Director. Section 3. The Escrow Agreement, in substantially the form presented to the City Council and attached hereto as Exhibit B, is approved, subject to such changes, insertions and 4841-5850-4961.4 ; tion Center Hotel Revenue Bond City Appropriation Fund; that the City agree to include in its annual 4841-5850-4961.4 QUIREMENTS AND APPROVING THE EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: ARTICLE I FINDINGS AND DETERMINATIONS The Mayor and Council of the City of Omaha hereby find and determine: (a) the City of Omaha, Nebraska (the "City") is authorized by the Convention Center Facility Financing Assistance Act, Sections 13-2601 to 13-2612, inclusive, Reissue Revised Statutes of Nebraska, 2004 Supp., as amended (the "Convention Center 4841-5850-4961.4 tween the Corporation and Wells Fargo Bank, National Association, as escrow agent, a copy of which Escrow Agreement is attached hereto as Exhibit B and incorporated herein by this reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. ORDINANCE NO. i9 Z - Page 8 omissions and fillings-in of blanks as shall have been approved by the City Attorney and Finance Director, which approvals shall be evidenced by the certificates of such City Attorney and Finance Director. Section 4. The Letter Agreement, in the substantially the form presented to the City Council and attached hereto as Exhibit C, is hereby approved, subject to such changes, insertions and omissions' and fillings-in of blanks as shall have been approved by the City Attorney and Finance Director, which approvals shall be evidenced by the certificates of such City Attorney and Finance Director, and the City shall provide to the Corporation on a timely basis such annual financial information and operating data of the City as the Letter Agreement shall identify. Section 5. The transfer of the $3,000,000 previously appropriated by the City from the moneys then on deposit in the Keno Reserve Fund of the City for transfer to and deposit in the Convention Center Hotel Revenue Bond City Appropriation Fund established by the indenture of trust relating to the 2002A Bonds to the Convention Center Hotel Revenue Refunding Bond City Appropriation Fund to be established by the Indenture and held by the Trustee is hereby authorized, directed and approved. Section 6. Commencing with the City budget for Fiscal Year 2008 and for each Fiscal Year thereafter so long as the Series 2007 Bonds remain outstanding and unpaid, the Mayor shall include in the Mayor's annual budget request to the City Council (or amendments thereto as from time to time may be necessary) such amount or amounts as shall be necessary and sufficient to enable the City to provide, as Series 2007 Bond debt service support payments, for the timely payment of the principal of and interest on the Series 2007 Bonds, or the portion thereof, or the replenishment of the City Appropriation Fund as a reserve therefor, as shall be set 4841-5850-4961.4 j BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: ARTICLE I FINDINGS AND DETERMINATIONS The Mayor and Council of the City of Omaha hereby find and determine: (a) the City of Omaha, Nebraska (the "City") is authorized by the Convention Center Facility Financing Assistance Act, Sections 13-2601 to 13-2612, inclusive, Reissue Revised Statutes of Nebraska, 2004 Supp., as amended (the "Convention Center 4841-5850-4961.4 tween the Corporation and Wells Fargo Bank, National Association, as escrow agent, a copy of which Escrow Agreement is attached hereto as Exhibit B and incorporated herein by this reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. ORDINANCE NO. c39)a- Page 9 forth by a subsequent resolution of the City Council approving the final terms and sale of the Series 2007 Bonds; provided that each and every such Series 2007 Bond debt service support payment shall be subject to annual appropriation by the City Council, and the annual budget request requirement established by this Section expressly does not and shall not constitute an obligation of the City Council in fact to appropriate all or any portion of the amount requested by the Mayor in the Mayor's annual budget request (or any amendment thereto). The Bonds in no event shall be a general obligation of the City nor shall the Bonds constitute a pecuniary obligation of the City. The full faith and credit of the City and its taxing power shall not be pledged as security for the payment of the principal of and interest on the Bonds. Section 7. The issuance and delivery by the Corporation of the Bonds in the aggregate principal amount, in the respective series, bearing interest at the rates per annum and otherwise on the terms and conditions set forth in the Indenture are hereby preliminarily approved, subject to final approval of the terms of the Bonds, the Bond Purchase Agreement, the final Official Statement and credit support facilities, if any, and related matters by subsequent resolution of the City Council. Section 8. (a)The Mayor, City Clerk and Finance Director (or any officer of the City authorized to act in the capacity of Mayor, City Clerk or Finance Director) are hereby authorized and directed punctually to execute such instruments, certificates and documents as may be necessary and appropriate and to do all acts and things required therein by the terms, covenants, provisions and agreements of this Ordinance, the Bonds, the Indenture, the Escrow Agreement and the Letter Agreement in furtherance of the Refunding, the Cancellation and the operation and management of the Project. 4841-5850-4961.4 50-4961.4 j BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: ARTICLE I FINDINGS AND DETERMINATIONS The Mayor and Council of the City of Omaha hereby find and determine: (a) the City of Omaha, Nebraska (the "City") is authorized by the Convention Center Facility Financing Assistance Act, Sections 13-2601 to 13-2612, inclusive, Reissue Revised Statutes of Nebraska, 2004 Supp., as amended (the "Convention Center 4841-5850-4961.4 tween the Corporation and Wells Fargo Bank, National Association, as escrow agent, a copy of which Escrow Agreement is attached hereto as Exhibit B and incorporated herein by this reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. • ORDINANCE NO. ,Y27D.2 Page 10 (b) The officers, employees and agents of the City are hereby authorized and directed to do all acts and things necessary to carry into effect the provisions of this Ordinance. Section 9. The City may, at its option, accept delivery of full legal and unencumbered title to the Project upon payment in full of the Bonds. [Remainder of page intentionally left blank.] 4841-5850-4961.4 14, 2007 To: Steve Jensen, Planning Director via the Chain of Command From: Captain Tim Streitwieser, Omaha. Fire Department, Fire Prevention Bureau Subject: Request for a flammable liquid fire district at 5601 North 103 St. The address mentioned above meets local codes and requirements for water supply and fire apparatus access. ' \ ‘ 1 V �� or 2 u P:\PRPP 1\15170pjm.doc ORDINANCE NO. Page 11 ARTICLE III EFFECTIVE DATE This Ordinance shall be in full force and effect on the date of its passage, this Ordinance not being legislative in character and immediate effectiveness being within the provisions of Section 2.12 of the Home Rule Charter. INTRODUCED BY COUNCILMEMBER C74jI44 APPROVED BY: a 4 r 5AA7 MAYOR OF THE OF OMAHA DATE PASSED MAY)— i 2007 9-4 ATTEST: (5/VA7 CITY CLERK OF THE CITTY OF OMAHA t y . APPROVE AS ITY ATTORNEY 4841-5850-4961.4 Subject: Request for a flammable liquid fire district at 5601 North 103 St. The address mentioned above meets local codes and requirements for water supply and fire apparatus access. ' \ ‘ 1 V �� or 2 u P:\PRPP 1\15170pjm.doc EXHIBIT A AMENDED AND RESTATED INDENTURE OF TRUST between CITY OF OMAHA CONVENTION HOTEL CORPORATION and WELLS FARGO BANK,NATIONAL ASSOCIATION, as Trustee relating to $[AMOUNT] CITY OF OMAHA CONVENTION HOTEL CORPORATION Convention Center Hotel First Tier Revenue Refunding Bonds, Series 2007 Dated as of May 1, 2007 4833-7920-8961.4 D MAY)— i 2007 9-4 ATTEST: (5/VA7 CITY CLERK OF THE CITTY OF OMAHA t y . APPROVE AS ITY ATTORNEY 4841-5850-4961.4 Subject: Request for a flammable liquid fire district at 5601 North 103 St. The address mentioned above meets local codes and requirements for water supply and fire apparatus access. ' \ ‘ 1 V �� or 2 u P:\PRPP 1\15170pjm.doc TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01. Definitions 5 Section 1.02. Table of Contents, Titles and Headings 5 Section 1.03. Interpretation and Construction 6 Section 1.04. Content of Certificates and Opinions 6 ARTICLE II SECURITY FOR THE BONDS Section 2.01. Pledge of Trust Estate 7 Section 2.02. Time of Pledge 7 Section 2.03. Declaration 7 Section 2.04. Limited Obligations of the Corporation 7 ARTICLE III AUTHORIZATION AND ISSUANCE OF BONDS, GENERAL TERMS AND PROVISIONS OF THE BONDS Section 3.01. Authorization of Bonds 8 Section 3.02. Provisions for Issuance of Bonds 9 Section 3.03. Application of Bond Proceeds and Other Funds 15 Section 3.04. Medium of Payment; Form and Date; Letter and Numbers 16 Section 3.05. Legends 19 Section 3.06. Execution, Authentication and Registration 19 Section 3.07. Exchange of Bonds 19 Section 3.08. Negotiability, Transfer and Registry 19 Section 3.09. Regulations with Respect to Exchanges and Transfers 20 Section 3.10. Bonds Mutilated, Destroyed, Stolen or Lost 20 Section 3.11. Temporary Bonds 21 Section 3.12. Cancellation and Destruction of Bonds 22 Section 3.13. Depository for Series 2007 Bonds 22 ARTICLE IV REDEMPTION OF BONDS Section 4.01. Privilege of Redemption and Redemption Price 23 Section 4.02. Redemption at the Option of the Corporation 24 Section 4.03. Redemption Otherwise Than at the Option of the Corporation 24 Section 4.04. Selection of Bonds to be Redeemed 26 Section 4.05. Notice of Redemption 26 Section 4.06. Payment of Redeemed Bonds 27 Section 4.07. Modification by Supplemental Indenture 27 ARTICLE V ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF Section 5.01. Security for Bonds 28 4833-7920-8961.4 thorized by the Convention Center Facility Financing Assistance Act, Sections 13-2601 to 13-2612, inclusive, Reissue Revised Statutes of Nebraska, 2004 Supp., as amended (the "Convention Center 4841-5850-4961.4 tween the Corporation and Wells Fargo Bank, National Association, as escrow agent, a copy of which Escrow Agreement is attached hereto as Exhibit B and incorporated herein by this reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Section 5.02. Establishment of Funds and Accounts 30 Section 5.03. Series 2007 Costs of Issuance Fund 31 Section 5.04. Lockbox Fund; Available Revenue Fund 31 Section 5.05. Flow of Funds 32 Section 5.06. Other Transfers to Debt Service Fund 36 Section 5.07. Debt Service Fund 37 Section 5.08. First Tier Debt Service Reserve Fund 38 Section 5.09. Operating Reserve Fund 40 Section 5.10. Sinking Fund 41 Section 5.11. Renewal and Replacement Fund 41 Section 5.12. Taxes and Insurance Fund 42 Section 5.13. Cash Trap Fund 42 Section 5.14. Rebate Fund 43 Section 5.15. Administrative Fee Fund 44 Section 5.16. [RESERVED] 44 Section 5.17. City Appropriation Fund 44 Section 5.18. [RESERVED] 44 Section 5.19. [RESERVED] 45 Section 5.20. Insurance and Condemnation Proceeds Fund 45 Section 5.21. Right of Access to Funds by Manager and Corporation 46 ARTICLE VI MONEYS HELD IN TRUST, SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 6.01. Moneys Held in Trust 47 Section 6.02. Deposits and Transfers 47 Section 6.03. Investment of Funds 48 Section 6.04.. Valuation and Sale of Investments 49 ARTICLE VII PARTICULAR COVENANTS AND REPRESENTATIONS OF THE CORPORATION Section 7.01. Payment of Bonds 49 Section 7.02. Acquisition, Installation and Construction of the Project 49 Section 7.03. [RESERVED] 49 Section 7.04. Money for Bond Payments to be Held in Trust 49 Section 7.05. Power to Enter Into Indenture, Issue Bonds and Pledge Trust Estate 50 Section 7.06. Maintenance of Corporate Existence of the Corporation; Consolidation, Merger, Sale or Transfer of Assets Under Certain Conditions 50 Section 7.07. Limitation on Encumbrances 51 Section 7.08. [RESERVED] 51 Section 7.09. Design/Build Agreement 51 Section 7.10. Tax Covenant 52 Section 7.11. Limitation on Disposition of Assets 52 Section 7.12. Continuing Disclosure 53 Section 7.13. Sole Purpose Corporation 53 Section 7.14. Zoning 55 4833-7920-8961.4 11 and Wells Fargo Bank, National Association, as escrow agent, a copy of which Escrow Agreement is attached hereto as Exhibit B and incorporated herein by this reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Section 7.15. Guaranties 55 Section 7.16. Pay Officers or Directors 55 Section 7.17. Amend Articles and Bylaws 55 Section 7.18. Intentionally Omitted 55 Section 7.19. Maintenance of the Project 55 Section 7.20. Bankruptcy, Insolvency; Receiver 56 Section 7.21. Compliance with Law; Maintenance of the Project 56 Section 7.22. Taxes, Assessments, Governmental Charges and Adverse Judgments 57 Section 7.23. Insurance 58 Section 7.24. Workers' Compensation and Insurance Law 60 Section 7.25. Insurers: Policy Forms and Loss Payees 60 Section 7.26. Disposition of Insurance and Condemnation Proceeds 61 Section 7.27. Operation of the Hotel 62 Section 7.28. Budgets 65 Section 7.29. Deposit of Gross Operating Revenues; Cash Management Agreement 70 Section 7.30. Manager 70 Section 7.31. Cooperation With Trustee 71 Section 7.32. Further Assurances 71 Section 7.33. Debt Service Coverage 71 Section 7.34. General Representations and Warranties of the Corporation 74 Section 7.35. Additional Covenants 78 ARTICLE VIII DISCHARGE AND DEFEASANCE Section 8.01. Discharge of Indenture 84 Section 8.02. Defeasance 85 ARTICLE IX DEFAULT AND REMEDIES Section 9.01. Rights and Remedies, Generally 86 Section 9.02. Events of Default 86 Section 9.03. Notice of Default 90 Section 9.04. Specific Remedies 90 Section 9.05. Application of Proceeds 95 Section 9.06. Trustee May Act Without Possession of Bonds 97 Section 9.07. Trustee'as Attorney-in-Fact 97 Section 9.08. Remedies Not Exclusive 98 Section 9.09. Limitation on Suits 98 Section 9.10. Right of Controlling Party to Direct Proceedings 99 Section 9.11. Restoration of Rights and Remedies 99 Section 9.12. Waiver of Stay or Extension Laws 99 Section 9.13. Delay or Omission Not Waiver 99 Section 9.14. Rights of Manager 99 4833-7920-8961.4 111 13. Sole Purpose Corporation 53 Section 7.14. Zoning 55 4833-7920-8961.4 11 and Wells Fargo Bank, National Association, as escrow agent, a copy of which Escrow Agreement is attached hereto as Exhibit B and incorporated herein by this reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. ARTICLE X CONCERNING THE FIDUCIARIES Section 10.01. Trustee; Appointment and Acceptance of Duties 100 Section 10.02. Registrars and Other Agents; Appointment and Acceptance of Duties 100 Section 10.03. Responsibilities of the Trustee 100 Section 10.04. Evidence on Which the Trustee May Act 102 Section 10.05. Compensation 103 Section 10.06. Certain Permitted Acts 103 Section 10.07. Resignation of Trustee 103 Section 10.08. Removal of Trustee 104 Section 10.09. Appointment of Successor Trustee 104 Section 10.10. Transfer of Rights and Property to Successor Trustee 104 Section 10.11. Merger or Consolidation 105 Section 10.12. Adoption of Authentication 105 Section 10.13. Resignation or Removal of Fiduciaries and Appointment of Successors 105 Section 10.14. Indemnification by the Corporation 106 Section 10.15. Cash Management Agreement 107 ARTICLE XI SUPPLEMENTAL INDENTURES AND AMENDMENT OF BOND DOCUMENTS Section 11.01. Supplemental Indentures and Amendments of Bond Documents - Effective Without Consent of Registered Owners 107 Section 11.02. Supplemental Indentures and Amendments to Bond Documents Requiring Registered Owner Consent 109 Section 11.03. Consent of Registered Owners 110 Section 11.04. Amendment of Particular Bonds 111 Section 11.05. Exclusion of Bonds 111 Section 11.06. General Provisions 111 Section 11.07. Notation on Bonds 112 Section 11.08. Mailing 112 ARTICLE XII PRIORITY OF BONDS AND OTHER JUNIOR LIEN OBLIGATIONS Section 12.01. Junior Lien Obligations 112 Section 12.02. Priority of Payment of Bonds ,. 113 ARTICLE XIII CONDITIONS CONCERNING CITY APPROPRIATIONS AND BOND INSURANCE Section 13.01. Transfers From City Appropriation Fund 114 Section 13.02. Subrogation; Effect of Payments by the City 115 Section 13.03. Access to Records 116 Section 13.04. Financial Guaranty Insurance Policy 116 - Section 13.05. Payment Procedure Pursuant to Financial Guaranty Insurance Policy 116 Section 13.06. Notices and Reports to be Given to Bond Insurer 116 Section 13.07. Bond Insurer as Third-Party Beneficiary 117 4833-7920-8961.4 iv his reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. 1 Section 13.08. Consents of Bond Insurer 117 ARTICLE XIV MISCELLANEOUS Section 14.01. Evidence of Signatures of Registered Owners and Ownership of Bonds 117 Section 14.02. Money Held for Particular Bonds 118 Section 14.03. Preservation and Inspection of Documents 118 Section 14.04. Failure to Present Bonds 118 Section 14.05. Filing of Security Instruments 119 Section 14.06. Parties Interested Herein 119 Section 14.07. No Recourse on the Bonds 120 Section 14.08. No Individual Liability 120 Section 14.09. Indenture and Supplemental Indentures to Constitute Contracts 121 Section 14.10. Notice 121 Section 14.11. Governing Law 122 Section 14.12. Severability of Invalid Provisions 122 Section 14.13. Successors 122 Section 14.14. Business Days 122 Section 14.15. Execution in Several Counterparts 122 Section 14.16. Balances in Certain Funds and Accounts 123 EXHIBIT A MASTER GLOSSARY OF TERMS EXHIBIT B • [RESERVED] EXHIBIT C FORM OF SERIES 2007 BOND EXHIBIT D [RESERVED] EXHIBIT E [RESERVED] EXHIBIT F [RESERVED] EXHIBIT G [RESERVED] EXHIBIT H FORM OF OPERATING RESERVE FUND REQUEST EXHIBIT I FORM OF RENEWAL AND REPLACEMENT FUND REQUEST EXHIBIT J FORM OF TAXES AND INSURANCE FUND REQUISITION EXHIBIT K FORM OF CASH TRAP FUND REQUEST SCHEDULE I PROJECTED FIRST TIER DEBT SERVICE COVERAGE RATIOS 4833-7920-8961.4 v ection 11.07. Notation on Bonds 112 Section 11.08. Mailing 112 ARTICLE XII PRIORITY OF BONDS AND OTHER JUNIOR LIEN OBLIGATIONS Section 12.01. Junior Lien Obligations 112 Section 12.02. Priority of Payment of Bonds ,. 113 ARTICLE XIII CONDITIONS CONCERNING CITY APPROPRIATIONS AND BOND INSURANCE Section 13.01. Transfers From City Appropriation Fund 114 Section 13.02. Subrogation; Effect of Payments by the City 115 Section 13.03. Access to Records 116 Section 13.04. Financial Guaranty Insurance Policy 116 - Section 13.05. Payment Procedure Pursuant to Financial Guaranty Insurance Policy 116 Section 13.06. Notices and Reports to be Given to Bond Insurer 116 Section 13.07. Bond Insurer as Third-Party Beneficiary 117 4833-7920-8961.4 iv his reference; approving a continuing disclosure Letter Agreement, a copy of which is attached hereto as D BEARING SOUTH 18 DEGREES 35 MINUTES 28 SECONDS WEST, CHORD DISTANCE OF 84.84 FEET, AN ARC DISTANCE OF 84.84 FEET, TO THE POINT OF BEGINNING. CERTIFICATION TO: FIRST AMERICAN BANK, ITS SUCCESSORS AND/OR ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. AMENDED AND RESTATED INDENTURE OF TRUST THIS AMENDED AND RESTATED INDENTURE OF TRUST, dated as of May 1, 2007 (the "Indenture"), by and between CITY OF OMAHA CONVENTION HOTEL CORPORATION, a Nebraska nonprofit corporation (the "Corporation"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, which is authorized by law to accept and exercise the trust powers set forth herein, and its successors in trust and assigns (the "Trustee"), and amends and restates in its entirety the Indenture of Trust dated as of April 1, 2002 (the "Original Indenture") originally executed by and between the Corporation and the Trustee. WITNESSETH: WHEREAS, the Corporation is a nonprofit corporation created and existing under the Nebraska Nonprofit Corporation Act, which is Sections 21-1901 to 21-19,177, Reissue Revised Statutes of Nebraska, 1997, as amended (the "Act"), and Ordinance No. 35896 (the "Original Ordinance") adopted by the City Council of the City of Omaha on March 26, 2002; WHEREAS, the City Council of the City of Omaha adopted Ordinance No. (the "Supplemental Ordinance") on , 2007, which supplements the Original Ordinance (the Original Ordinance, as supplemented by the Supplemental Ordinance, hereinafter referred to as the"Ordinance"); WHEREAS, the Act and the Ordinance authorize the Corporation to issue revenue bonds and revenue refunding bonds on behalf of the City of Omaha, Nebraska (the "City"), to finance and refinance the cost of acquiring, improving and equipping the Project(as hereinafter defined); WHEREAS, the City, through the Metropolitan Entertainment and Convention Authority ("MECA"), is the owner and operator of the Qwest Center Omaha(the"Convention Center"); WHEREAS, in order to provide for the Project, functionally related and subordinate to the Convention Center, and functionally related to the needs and convenience of the general public, the Corporation issued its Series 2002 Bonds (as hereinafter defined), pursuant to and in accordance with the provisions of the Act, the Original Ordinance and the Original Indenture, for the purpose of financing the costs of the Project; WHEREAS, the City has determined that the Project, and the refinancing thereof, is necessary and proper for the City and is in the public interest; WHEREAS, the Project was constructed on certain land (the "Site") being leased by the Corporation from the City pursuant to a Site Lease dated as of April 1, 2002 (the"Site Lease"); WHEREAS, the net proceeds of the Corporation's $102,970,000 City of Omaha Convention Hotel Corporation Convention Center Hotel First Tier Revenue Bonds, Series 2002A (the "Series 2002A Bonds") and $6,003,211.20 City of Omaha Convention Hotel Corporation Convention Center Hotel Third Tier Revenue Bonds, Series 2002B (the "Series 2002B Bonds" and, together with the Series 2002A Bonds, the "Series 2002 Bonds"), were used to (a) finance 4833-7920-8961.4 ASSIGNS AS THEIR INTEREST MAY APPEAR, L3 PROPERTIES, LLC,. AN IOWA LIMITED LIABILITY_ COMPANY, LAWYERS TITLE INSURANCE CORPORATION AND NEBRASKA TITLE COMPANY OF OMAHA, THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN ACCORDANCE WITH THE "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS", JOINTLY ESTABLISHED AND ADOPTED BY ALTA AND NSPS IN 2005 AND INCLUDES ITEMS 1 , 2, 3, 4, THAT PART OF 6 PERTAINING TO SETBACKS, 7(A), 7(B1 ), 7(C), 8, 9, 10, 11(A) AND 17 OF TABLE "A" THEREOF. PURSUANT TO THE ACCURACY STANDARDS AS ADOPTE 713 BY ALTA AND NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. the planning, designing, engineering, developing, constructing, equipping, furnishing, fixturing, and opening of the Project which includes (i) a full service hotel containing at least 364,480 gross square feet, including at least 450 hotel guest rooms, a full-service restaurant, a lobby bar, at least 24,500 gross square feet of meeting space including a ballroom of at least 10,000 gross square feet (which square feet of meeting space and ballroom space excludes pre-convene and circulation space) (the "Hotel"), (ii) at least 338 parking spaces in a garage located adjacent to the Hotel to service the needs of the Hotel (the "Garage"), (iii) other supporting facilities commensurate with a full service, first class, "upscale" (as categorized by J.D. Powers and Associates in its annual study of upscale hotel chains) convention hotel and all fmish materials, fixtures, furnishings, equipment and appliances contained in such Hotel and Garage, and (iv) a skywalk connecting the Hotel with the Convention Center (the "Skywalk"), (b)provide initial operating supplies and inventories for the Project, (c) pay capitalized interest during construction of the Project and for the first nine months following its anticipated completion date, (d) fund a reserve fund for the Series 2002A Bonds, (e) fund initial working capital for the Project, (f) pay certain fees and expenses under the Pre-Opening Services Agreement and (g)pay certain costs of issuance; WHEREAS, the Corporation and the Trustee are entering into this Indenture for the purpose of amending certain provisions contained in the Original Indenture and authorizing the issuance of a series of refunding bonds constituting the $ City of Omaha Convention Hotel Corporation Convention Center Hotel First Tier Revenue Refunding Bonds, Series 2007 (the "Series 2007 Bonds"), the net proceeds of which, together with amounts on deposit in certain of the Funds held by the Trustee under the Original Indenture shall be used to (a) refund and legally defease all of the Series 2002A Bonds on the issuance date of the Series 2007 Bonds, (b)purchase for delivery to the Trustee and cancellation on the issuance date of the Series 2007 Bonds all of the Series 2002B Bonds owned by the Design/Builder (the "Design/Builder Owned Bonds"), (c) fund a reserve fund for the Series 2007 Bonds, (d) fund a deposit to the Renewal and Replacement Fund; (e) fund a working capital reserve for the Project, and (f)pay certain costs of issuance; WHEREAS, Hilton Hotels Corporation (the "Manager") has agreed to deliver the Series 2002B Bonds owned by the Manager (the "Manager Owned Bonds") to the Trustee for cancellation on the issuance date of the Series 2007 Bonds in consideration for the amendment of certain terms to the Hotel Operating Agreement dated as of April 1, 2002 (the "Management Agreement")by and between the Manager and the Corporation; WHEREAS, it is intended that, except as otherwise specifically provided herein, the Series 2007 Bonds and any Additional Bonds issued on a parity with the Series 2007 Bonds shall be secured by the Trust Estate (as defined herein) on a senior basis to any Second Tier Bonds (as defined herein) as may be subsequently issued as Additional Bonds; WHEREAS, pursuant to the Original Ordinance, the City appropriated the amount of $3,000,000.00 which was deposited into the City Appropriation Fund held by the Trustee under the Original Indenture upon the issuance of the Series 2002A Bonds and available to pay Debt Service on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. WHEREAS, pursuant to the Supplemental Ordinance, the City has agreed to retain such amount in the City Appropriation Fund and make such amount available to pay Debt Service on the Series 2007 Bonds in the manner provided herein to the extent sufficient amounts are not otherwise available to pay principal of and interest on the Series 2007 Bonds when due; WHEREAS, to the extent any such moneys appropriated by the City and so deposited in the City Appropriation Fund is applied to pay any shortfalls in Debt Service on the Series 2007 Bonds or there is otherwise a shortfall in the amounts available hereunder to pay Debt Service on the Series 2007 Bonds, the City may, but is not obligated to, appropriate additional funds for deposit in the City Appropriation Fund pursuant to the Ordinance; WHEREAS, payment of the principal of and interest on the Series 2007 Bonds when due will be insured by a financial guaranty insurance policy (the "Financial Guaranty Insurance Policy") to be issued by [INSURER] (the "Bond Insurer") simultaneously with the delivery of the Series 2007 Bonds; WHEREAS, the parties to the Bond Documents (as hereinafter defined) have each determined that the execution and delivery of the Bond Documents will benefit the parties and the City, will further the public purposes of the City, will provide additional security for the performance by the Corporation of its obligations under the Bond Documents, and will induce the Registered Owners of the Series 2007 Bonds to purchase such Bonds; WHEREAS, as consideration and an inducement for the Manager to enter into the Management Agreement and the Cash Management Agreement (as such terms are defined herein), the Manager shall be a third party beneficiary of this Indenture to the extent set forth in Section 14.06 herein; WHEREAS, the Trustee has the power to enter into this Indenture and to execute the trust hereby created and has accepted the trust created herein; and WHEREAS, all things necessary to make the Bonds, when authenticated by the Trustee and issued as provided in this Indenture, valid and binding special limited obligations of the Corporation and to constitute this Indenture a valid and binding agreement securing the payment of the principal and premium, if any, and interest on the Bonds have been done and performed, and the execution and delivery of this Indenture and the execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized. GRANTING CLAUSES The Corporation, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the Registered Owners and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to secure the payment of the Debt Service (as hereinafter defined) on the Bonds, and the performance and observance by the Corporation of all the covenants expressed or implied herein, in the Bonds, does hereby grant, convey, mortgage, create a security interest in, pledge and assign to the Trustee, the following (the "Trust Estate") for the purpose of establishing a trust for the benefit of the parties named below (the "Trust"): 4833-7920-8961.4 3 priated the amount of $3,000,000.00 which was deposited into the City Appropriation Fund held by the Trustee under the Original Indenture upon the issuance of the Series 2002A Bonds and available to pay Debt Service on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. FIRST GRANTING CLAUSE Subject to the provisions set forth below and the rights of the Corporation and the Manager to use such amounts in accordance with the terms of the Management Agreement, the Cash Management Agreement and the Indenture, all of the Corporation's right, title and interest in and to all amounts on deposit in or required from time to time to be deposited in or credited to the Funds to be held by the Trustee hereunder in the Trust and all amounts that constitute Gross Operating Revenues on deposit in or required from time to time to be deposited in or credited to the Lockbox Fund to be held by the Depository Bank under the Cash Management Agreement, all in accordance with the Indenture, the Cash Management Agreement and the Management Agreement, together with any investments and reinvestments made with such amounts and the proceeds thereof(except the Rebate Fund); and SECOND GRANTING CLAUSE Subject to the provisions set forth below and the rights of the Corporation and the Manager to use such amounts in accordance with the terms of the Management Agreement, the Cash Management Agreement and the Indenture, all of the Corporation's right, title and interest in and to the Project, the Transaction Documents (other than the Escrow Agreement), including all rents and revenues derived therefrom, and all Gross Revenues, together with all rights, powers, privileges, options and other benefits of the Corporation contained therein, and all rights, titles, interests, liens, privileges, claims, demands and equities held by the Corporation existing and to exist in connection with or as security for the payment of the Debt Service on the Bonds when due and all amounts (other than amounts in, or required to be deposited in, the Rebate Fund)to be received from the Project; and THIRD GRANTING CLAUSE Subject to the provisions set forth below, any and all property (other than amounts in, or required to be deposited in, the Rebate Fund) of every kind or description now or hereafter owned by the Corporation, or which may now or hereafter be sold, transferred, conveyed, assigned, hypothecated, endorsed, deposited, pledged, mortgaged, granted or delivered to, or deposited with, the Trustee by or on behalf of the Corporation or the City as additional security hereunder, or which pursuant to any of the provisions of the Bond Documents (other than the Escrow Agreement) may come into the possession or control of the Trustee or the Depository Bank, or of a receiver lawfully appointed pursuant to this Indenture, as such additional security, including, witljout limitation, any insurance proceeds or any condemnation awards; and the Trustee is hereby authorized to receive all such property as additional security for the payment of the Bonds, and to hold and apply all such property subject to the terms of this Indenture and the Cash Management Agreement. TO HAVE AND TO HOLD the Trust Estate in the Trust, whether now owned or held or hereafter acquired, unto the Trustee, its successors and assigns, forever; IN TRUST NEVERTHELESS, for the equal and proportionate benefit and security of all present and future Registered Owners without preference of any Bond of a Series over any other, but with such preferences, privileges, priorities and distinctions among the First Tier Bonds and 4833-7920-8961.4 4 the City Appropriation Fund held by the Trustee under the Original Indenture upon the issuance of the Series 2002A Bonds and available to pay Debt Service on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. the Second Tier Bonds, as are herein set forth, and for enforcement of the payment of the Bonds in accordance with their terms and this Indenture, and all other sums payable hereunder or on the Bonds and for the performance of and compliance with the provisions of this Indenture as if all the Bonds at any time Outstanding had been authenticated, executed and delivered simultaneously with the execution and delivery of this Indenture, all as herein set forth; provided, however, that if the Corporation, its successors or assigns shall well and truly pay or cause to be paid fully and promptly when due all indebtedness, liabilities, obligations and sums at any time secured hereby, including interest and attorneys' fees, and shall promptly, faithfully and strictly keep, perform and observe or cause to be kept, performed and observed all of its covenants, warranties and agreements contained herein, then and in such event this Indenture shall be and become void and of no further force and effect, otherwise the same shall remain in full force and effect. PROVIDED, HOWEVER, that the grant, conveyance, pledge and assignment made in the Second and Third Granting Clauses of this Indenture are intended for the aforesaid security purposes only, and, except as otherwise provided in the remaining provisions of this Indenture, nothing in the Granting Clauses of this Indenture shall prohibit the Trustee from bringing any actions or proceedings for the enforcement of the obligations of the Corporation hereunder except that nothing in this provision shall prejudice the rights of the Trustee under Articles IX and X hereof; provided further that the priority of payment and the source for the repayment of the Debt Service on the Bonds of different Tiers shall be subject to the terms as set forth herein, including without limitation, Article V herein; and provided further that the right to direct remedies following an Event of Default shall be limited to the Controlling Party to the extent provided and as set forth in Article IX herein. IT IS HEREBY COVENANTED, DECLARED AND AGREED that this Indenture creates a continuing lien on the Trust Estate equally and ratably to secure the payment in full of the Debt Service on all Bonds, subject to the terms and priority set forth herein, which may, from time to time, be Outstanding hereunder, subject to the terms and priority set forth herein, and that the Bonds are to be issued, authenticated and delivered, and that the Trust Estate is to be held, dealt with and disposed of by the Trustee, upon and subject to the express terms, covenants, conditions, uses, agreements and trusts set forth in this Indenture. ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01. Definitions. Except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms have the meanings assigned to such terms in the Master Glossary of Terms for Omaha Convention Center Hotel Revenue Bond Transaction dated as of April 1, 2002, as amended by the First Supplement to Master Glossary of Terms dated as of May 1, 2007, both of which are attached hereto as Exhibit A and by the reference incorporated herein. Section 1.02. Table of Contents, Titles and Headings. The table of contents, titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or 4833-7920-8961.4 5 ervice on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Indenture or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.03. Interpretation and Construction. For purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) All references in this Indenture to designated "Articles," "Sections," "subsections," "paragraphs," "clauses" and other subdivisions are to the designated Articles, Sections, subsections, paragraphs, clauses and other subdivisions of this Indenture. The words "herein," "hereof," "hereto," "hereby," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. (b) The terms defined in Exhibit A hereof have the meanings assigned to them in Exhibit A and include the plural as well as the singular. (c) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with Generally Accepted Accounting Principles as in effect from time to time. (d) The term "money" includes any cash, check, deposit, Investment Security or other form in which any of the foregoing are held hereunder. (e) Every "request," "order," "demand," "application," "appointment," "notice," "statement," "certificate," "consent" or similar action hereunder by the Corporation, the Manager, the Trustee, the City or any other Fiduciary shall, unless otherwise specifically provided, be in writing signed by an officer or other agent of such party authorized to sign the same on behalf of the applicable entity (and not individually). (f) In the computation of a period of time from a specified date to a later specified date, the word "from" means "from and including" and each of the words "to" and"until" means "to but excluding." (g) This Indenture and all terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Indenture. (h) To the extent any inconsistencies exist between any of the provisions contained in this Indenture, the more specific provisions shall control over the more general provisions. Section 1.04. Content of Certificates and Opinions. Every certificate or opinion (other than legal opinions) provided for in this Indenture with respect to compliance with any provision hereof shall be made on behalf of the entity named therein and not made individually by the person signing such certificate and shall include (a) a statement that the person making or giving such certificate or opinion, on behalf of the entity named therein and not individually, has read such provision and the definitions herein relating thereto; (b) a brief statement as to the 4833-7920-8961.4 2002, as amended by the First Supplement to Master Glossary of Terms dated as of May 1, 2007, both of which are attached hereto as Exhibit A and by the reference incorporated herein. Section 1.02. Table of Contents, Titles and Headings. The table of contents, titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or 4833-7920-8961.4 5 ervice on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. nature and scope of the examination or investigation upon which the entity's certificate or opinion is based; (c) a statement that the entity has made or caused to be made such examination or investigation as is necessary to enable the entity to express an informed opinion with respect to the subject matter referred to in the certificate or opinion which such entity is delivering; and (d) a statement as to whether, in the opinion of such entity, such provision has been complied with. Any such certificate or opinion made or given by an officer on behalf of the Corporation (and in no event individually) may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by counsel or an accountant, unless the Corporation knows that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Corporation)upon a certificate or opinion of or representation by an officer of the Corporation on behalf of the Corporation (and not individually), unless such counsel or accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such Person's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same officer of the Corporation, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers (on behalf of the Corporation and not individually), counsel or accountants may certify to different matters, respectively. ARTICLE II SECURITY FOR THE BONDS Section 2.01. Pledge of Trust Estate. Pursuant to the Granting Clauses contained herein, the Corporation does hereby grant, convey, mortgage, create a security interest in, pledge and assign to the Trustee as trustee for the benefit of all beneficiaries hereunder, the Trust Estate as provided herein. Section 2.02.. Time of Pledge. The pledge of the Trust Estate pursuant to the provisions of this Indenture shall be effective from and after the payment for and delivery of any Bonds hereunder. Section 2.03. Declaration. It-is hereby expressly declared that the Trust Estate hereby pledged is to be applied, disbursed, dealt with and disposed of under, upon and subject to the terms, conditions, covenants, agreements, uses and purposes set forth in this Indenture. Section 2.04. Limited Obligations of the Corporation. Notwithstanding any other provision hereof, Bonds issued hereunder and any other obligations of the Corporation under this Indenture shall be limited obligations of the Corporation payable from the Trust Estate in accordance with this Indenture and any applicable Supplemental Indenture. NOTWITHSTANDING ANY PROVISION OR INFERENCE CONTAINED HEREIN OR IN ANY OTHER BOND DOCUMENT OR TRANSACTION DOCUMENT, 4833-7920-8961.4 7 of Contents, Titles and Headings. The table of contents, titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or 4833-7920-8961.4 5 ervice on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. NEITHER THE BONDS NOR ANY OTHER AMOUNTS SECURED BY THE DEED OF TRUST WILL EVER CONSTITUTE AN INDEBTEDNESS OR GENERAL OBLIGATION OF THE CITY, THE STATE OF NEBRASKA, OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF NEBRASKA, WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISIONS OR STATUTORY LIMITATION WHATSOEVER, BUT THE BONDS AND ANY OTHER AMOUNTS SECURED BY THE DEED OF TRUST WILL BE SPECIAL LIMITED OBLIGATIONS OF THE CORPORATION PAYABLE SOLELY FROM THE FUNDS PROVIDED THEREFOR AS PROVIDED IN THIS INDENTURE. NEITHER THE STATE, THE CITY NOR ANY PUBLIC CORPORATION, POLITICAL SUBDIVISION OR AGENCY OF THE STATE SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS, OTHER OBLIGATIONS OWED HEREUNDER OR ANY OTHER AMOUNTS SECURED BY THE DEED OF TRUST, OTHER THAN THE CORPORATION BUT SOLELY IN ACCORDANCE WITH THIS INDENTURE AND ANY APPLICABLE SUPPLEMENTAL INDENTURE. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE, THE CITY NOR ANY OTHER PUBLIC CORPORATION, POLITICAL SUBDIVISION OR AGENCY THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM, IF ANY, OR THE INTEREST ON SUCH BONDS, OTHER OBLIGATIONS OWED HEREUNDER OR ANY OTHER AMOUNTS SECURED BY THE DEED OF TRUST. THE OBLIGATIONS OF THE CORPORATION TO THE BONDHOLDERS ARE LIMITED SOLELY TO THE TRUST ESTATE AS DESCRIBED IN THIS_ INDENTURE. THE CORPORATION HAS NO TAXING POWER. ARTICLE III AUTHORIZATION AND ISSUANCE OF BONDS, GENERAL TERMS AND PROVISIONS OF THE BONDS Section 3.01. Authorization of Bonds. (a) The Corporation hereby authorizes the issuance of Bonds, to be designated as its "Convention Center Hotel Revenue Bonds," for the purpose of financing or refinancing the acquisition, design, construction, equipping, operation and maintenance of the Project. If such Bonds constitute Refunding Bonds, the designation of such Bonds shall also include the word "Refunding." The aggregate principal amount of the Bonds which may be executed, authenticated and delivered under this Indenture is not limited except as may be provided herein or in any Supplemental Indenture or as may be limited by law. (b) The Bonds may, as provided herein and in one or more Supplemental Indentures, be issued in one or more Series, and the designation thereof, in addition to the name "Convention Center Hotel Revenue Bonds" and an identification, if applicable, of the Tier in which such Series is included, shall include such further appropriate particular designation added to or incorporated in such title for the Bonds of any particular Series, as the Corporation may determine. Each Bond shall bear upon its face the designation so determined for the Series and, if applicable, the Tier to which it belongs. 4833-7920-8961.4 8 accordance with this Indenture and any applicable Supplemental Indenture. NOTWITHSTANDING ANY PROVISION OR INFERENCE CONTAINED HEREIN OR IN ANY OTHER BOND DOCUMENT OR TRANSACTION DOCUMENT, 4833-7920-8961.4 7 of Contents, Titles and Headings. The table of contents, titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or 4833-7920-8961.4 5 ervice on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (c) The Bonds shall be issued in such form as may be provided herein or by Supplemental Indenture, and each Bond issued hereunder shall contain on its face a statement to the effect set forth in Section 2.04 hereof. (d) There are hereby authorized to be issued and shall be issued under and secured by this Indenture a series of Bonds designated as "City of Omaha Convention Hotel Corporation Convention Center Hotel First Tier Revenue Refunding Bonds, Series 2007" in an aggregate principal amount of$ (e) Pursuant to the terms of the Original Indenture, the Corporation authorized, issued and delivered the Series 2002A Bonds and the Series 2002B Bonds. On the Closing Date for the Series 2007 Bonds, (i) all of the Series 2002B Bonds shall be delivered to the Trustee for cancellation and shall no longer be Outstanding and (ii) all of the Series 2002A Bonds shall be legally defeased, shall no longer be Outstanding, and shall be payable solely from amounts on deposit in the Series 2002A Escrow Fund. Section 3.02. Provisions for Issuance of Bonds. (a) All (but not less than all)the Bonds of each Series shall be executed by the Corporation for issuance under this Indenture and delivered to the Trustee and thereupon shall be authenticated by the Trustee and by it delivered upon the order of the Corporation, but only upon the receipt by the Trustee of the following items (which upon receipt the Trustee may conclusively rely in determining whether the conditions precedent for the issuance and authentication of such Series of Bonds have been satisfied): (i) With respect to the Series 2007 Bonds, an executed copy of this Indenture, each Bond Document, the Ordinance and the Financial Guaranty Insurance Policy as originally executed or adopted; (ii) an opinion of Bond Counsel in customary form to the effect that, as of its date (A) this Indenture and, with respect to Additional Bonds, the Supplemental Indenture authorizing the Additional Bonds of such Series have been duly authorized, executed and delivered by the Corporation, are in full force and effect and constitute valid and binding obligations of the Corporation; (B) the Bonds of such Series have been duly authorized, executed, issued and delivered by the Corporation and are entitled to,the benefits and security of the Indenture and, with respect to Additional Bonds, such Supplemental Indenture, (C) the Bonds of such Series are valid and binding special, limited obligations of the Corporation, payable solely from the sources provided therefor in this Indenture and, with respect to Additional Bonds, such Supplemental Indenture; provided, however, that such opinion may include exceptions for limitations imposed by or resulting from bankruptcy, insolvency, moratorium, reorganization, or other laws affecting creditors' rights generally, matters relating to equitable or governmental principles and other exceptions or qualifications appropriate in the circumstances and (D) if applicable, interest on the Bonds of such Series is excludible from gross income for federal income tax purposes; 4833-7920-8961.4 9 Headings. The table of contents, titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or 4833-7920-8961.4 5 ervice on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (iii) a written order, signed by an Authorized Corporation Representative, instructing the Trustee as to the delivery of such Bonds; (iv) in the case of each Series of Additional Bonds, an executed copy of the Supplemental Indenture authorizing such Bonds which shall, among other provisions, specify: (A) the authorized principal amount, designation, Tier (if applicable) and Series of such Bonds; (B) the dated date and the maturity date or dates of the Bonds of such Series; (C) the interest rate or rates, if any, or the manner of determining such interest rate or rates, on the Bonds of such Series and the Interest Payment Date or Dates thereof, which shall be the same Interest Payment Dates as the Bonds then Outstanding of the same Tier as the Series of Additional Bonds being issued; (D) the denominations of and the manner of dating, numbering and lettering the Bonds of such Series; (E) any capitalized interest requirements (or the method of determining the same) for the Bonds of such Series; (F) any Registrar or other Fiduciary required in respect of the Bonds of such Series; (G) the Redemption Prices, if any, and the redemption or purchase terms, for the Bonds of such Series; (H) the amount and due date of each Sinking Fund Installment, if any, for Bonds of like maturity of such Series; (I) the form of the Bonds of such Series; (J) the purpose for which such Series of Additional Bonds is being issued, which shall be solely for the purpose (i) of providing additional improvements to the Project, (ii) of refunding one or more Series of Bonds or portion thereof, (iii) of payment of all costs incidental to or connected with any Bond authorized in clauses (i) or (ii) above, (iv) of making deposits into the applicable Reserve Fund, and/or (v) of making any deposits into the funds and accounts required by the provision of the Supplemental Indenture authorizing such Series of Additional Bonds; (K) the application of the proceeds of the sale of such Bonds including the amount, if any, to be deposited in the funds and accounts established hereunder; and 4833-7920-8961.4 10 oration and are entitled to,the benefits and security of the Indenture and, with respect to Additional Bonds, such Supplemental Indenture, (C) the Bonds of such Series are valid and binding special, limited obligations of the Corporation, payable solely from the sources provided therefor in this Indenture and, with respect to Additional Bonds, such Supplemental Indenture; provided, however, that such opinion may include exceptions for limitations imposed by or resulting from bankruptcy, insolvency, moratorium, reorganization, or other laws affecting creditors' rights generally, matters relating to equitable or governmental principles and other exceptions or qualifications appropriate in the circumstances and (D) if applicable, interest on the Bonds of such Series is excludible from gross income for federal income tax purposes; 4833-7920-8961.4 9 Headings. The table of contents, titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or 4833-7920-8961.4 5 ervice on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. • (L) any other provisions deemed advisable by the Corporation and not in conflict with the provisions of this Indenture; (v) such further opinions and instruments as are required by or pursuant to the provisions of this Indenture or any Supplemental Indenture; (vi) a certified copy of the resolution adopted by the Board of the Corporation authorizing the issuance and delivery of such Bonds; and (vii) a certified copy of the resolution or ordinance, as applicable, adopted by the City Council of the City approving the issuance of such Bonds by the Corporation. (b) Subject to any limitations imposed by the terms of Section 6.01(b) of the Management Agreement, one or more Series of Refunding Bonds may be issued, authenticated and delivered to refund all Outstanding Bonds of one or more Series or all or any portion of the Outstanding Bond or Bonds of a maturity within one or more Series. Each Series of Refunding Bonds shall be issued in a principal amount sufficient, together with other moneys available therefor, to accomplish such refunding including providing amounts for the costs incidental to or connected with any such Bond including, without limitation, any amounts due and owing to the City, and the making of any deposits into a Reserve Fund and any of the funds and accounts required by the provisions of the Supplemental Indenture authorizing such Series of Refunding Bonds. Refunding Bonds of each Series shall be executed by the Corporation for issuance under this Indenture and delivered to the Trustee and thereupon shall be authenticated by the Trustee or any Authenticating Agent and by it delivered upon the order of the Corporation, but only upon the receipt by the Trustee of the following items (upon which receipt the Trustee may conclusively rely in determining whether the conditions precedent for the issuance and authentication of such Series of Refunding Bonds'have been satisfied): (i) the opinions and instruments referred to in subsection (a) of this Section; (ii) a certificate of either (A) an Authorized Corporation Representative dated as of the date of issuance of such Series of Refunding Bonds stating that there exists no Event of Default hereunder or event which would constitute an Event of Default upon notice and failure to cure pursuant to Section 9.02 of this Indenture or (B) the Controlling Party consenting to the issuance of the Series of Refunding Bonds; (iii) if any Bonds or portions thereof to be refunded are to be called for redemption, a Letter of Instructions containing irrevocable instructions to the Trustee, satisfactory to it, requiring that due notice be given of the redemption of the Bonds or portions thereof to be refunded on a Redemption Date specified in such instructions; (iv) a Letter of Instructions containing irrevocable instruction to the Trustee, satisfactory to it, requiring that such other notice be given to the 4833-7920-8961.4 1 1 nterest on the Bonds of such Series is excludible from gross income for federal income tax purposes; 4833-7920-8961.4 9 Headings. The table of contents, titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or 4833-7920-8961.4 5 ervice on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Registered Owners of the Bonds being refunded as may be required by this Indenture; (v) evidence satisfactory to the Trustee that the deposit of moneys and/or Defeasance Investment Securities required by Section 8.02 hereof has been made; (vi) evidence satisfactory to the Trustee that no amendments or supplements will be made to this Indenture in connection with the issuance of the Refunding Bonds which would otherwise require the prior written consent of any of the Registered Owners of any Bonds to remain Outstanding after the issuance of such Refunding Bonds, under Article XI hereof or, if any such amendments or supplements requiring such consents are being made to this Indenture, that such prior written consents have been obtained; (vii) receipt by the Trustee of one of the following: (A) a Certificate of Reduction in Debt Service; (B) evidence satisfactory to the Trustee that(1)the City has not failed to appropriate and pay to the Trustee an amount necessary to cover any Shortfall in accordance with the Ordinance and this Indenture and (2) the City Council has taken action to extend the provisions of the Supplemental Ordinance to the Refunding Bonds with respect to the consideration of appropriating amounts sufficient to cover any Shortfalls in Debt Service on the Refunding Bonds; (C) if such Refunding Bonds are First Tier Bonds, an Accountant's Certificate that either (1) the. Projected Additional Bonds Debt Service Coverage Ratio for the First Tier Bonds and the Second Tier Bonds, if any, taking into account the Refunding Bonds proposed to be issued and all Outstanding Bonds (other than the Bonds proposed to be refunded with proceeds of such Refunding Bonds), is not less than :1.00 and, if any Second Tier Bonds are Outstanding, :1.00, respectively, for each Fiscal Year succeeding the date of issuance of such Refunding Bonds, or (2)(I) proceeds of such Refunding Bonds, together with any other amounts available hereunder for such purpose, are sufficient to redeem and defease all of the First Tier Bonds that were outstanding immediately prior to the issuance of such Refunding Bonds and (II) if any Second. Tier Bonds are then Outstanding, the Projected Additional Bonds Debt Service Coverage Ratio for the Second Tier Bonds, taking into account the Refunding Bonds proposed to be issued and all Outstanding Bonds (other than the Bonds proposed to be refunded with proceeds of such Refunding Bonds), is not less than :1.00 for each Fiscal Year succeeding the date of issuance of such Refunding Bonds; or (3) if any Second Tier Bonds are then Outstanding, the Projected Additional Bonds Debt Service Coverage Ratio for the Second 4833-7920-8961.4 12 (iv) a Letter of Instructions containing irrevocable instruction to the Trustee, satisfactory to it, requiring that such other notice be given to the 4833-7920-8961.4 1 1 nterest on the Bonds of such Series is excludible from gross income for federal income tax purposes; 4833-7920-8961.4 9 Headings. The table of contents, titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or 4833-7920-8961.4 5 ervice on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Tier Bonds, taking into account the Refunding Bonds proposed to be issued and all Outstanding Bonds (other than the Bonds proposed to be refunded with proceeds of such Refunding Bonds), is not less than :1.00 for each Fiscal Year succeeding the date of issuance of such Refunding Bonds, together with the written consent of the Controlling Party; or (D) if such Refunding Bonds are Second Tier Bonds, an Accountant's Certificate that either (1) the Projected Additional Bonds Debt Service Coverage Ratio for the Second Tier Bonds, taking into account the Refunding Bonds proposed to be issued and all Outstanding Bonds (other than the Bonds proposed to be refunded with proceeds of such Refunding Bonds), is not less than :1.00 for each Fiscal Year succeeding the date of issuance of such Refunding Bonds, or (2) proceeds of such Refunding Bonds, together with any other amounts available hereunder for such purpose, are sufficient to redeem and defease all of the Second Tier Bonds that were Outstanding immediately prior to the issuance of such Refunding Bonds; and (viii) such further opinions and instruments as are required by the provisions of Articles XI or XII hereof or by the provisions of any Supplemental Indenture. (c) Subject to any limitations imposed by the terms of Section 6.01(b) of the Management Agreement, one or more Series of Additional Bonds may be issued, authenticated and delivered upon original issuance for the purpose of financing or refinancing (excluding Refunding Bonds) the construction, installation and equipping of additions, renovation, betterments, extensions, expansions or improvements to the Project. Additional Bonds of a Series issued for such purposes shall be issued in a principal amount not to exceed, together with other moneys available therefore, the Corporation's estimate of the reasonable Costs of the Project to be financed or refinanced with the proceeds of the sale of such Series of Additional Bonds, including providing amounts for the costs incidental to or connected with any such Bonds and the making of any deposits into the applicable Reserve Fund and any of the funds and accounts required by the provisions of the Supplemental Indenture authorizing such Series of Additional Bonds. Additional Bonds of each Series, which do not otherwise constitute Refunding Bonds under subsection (b) of Section 3.02 hereof, shall be authenticated'and delivered by the Trustee only upon receipt by the Trustee (in addition to the opinions and instruments required by subsection (a) and (b)(vi) of Section 3.02 hereof) of the following items (upon which receipt the Trustee may conclusively rely in determining whether the conditions precedent for the issuance and authentication of such Series of Additional Bonds have been satisfied): (i) a certificate of an Authorized Corporation Representative dated as of the date of issuance of such Series of Additional Bonds stating that there exists no Event of Default hereunder or event which would constitute an Event of Default upon notice and failure to cure pursuant to Section 9.02 of this Indenture; 4833-7920-8961.4 13 Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or 4833-7920-8961.4 5 ervice on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (ii) if such Additional Bonds constitute First Tier Bonds, one of the following: (A) evidence satisfactory to the Trustee that (1) the City has not failed to appropriate and pay to the Trustee an amount necessary to cover any Shortfall in accordance with the Ordinance and this Indenture and (2) the City has taken action to extend the provisions of the Supplemental Ordinance to the Additional Bonds with respect to the consideration of appropriating amounts sufficient to cover any Shortfalls in Debt Service on the Additional Bonds or (B) an Accountant's Certificate that the Projected Additional Bonds Debt Service Coverage Ratio for the Outstanding First Tier Bonds and Second Tier Bonds, if any, taking into account the Additional Bonds proposed to be issued and all Outstanding Bonds is not less than :1.00 and, if any Second Tier Bonds are Outstanding, :1.00, respectively, for each Fiscal Year succeeding the date of issuance of such Additional Bonds; (iii) if such Additional Bonds constitute Second Tier Bonds, one of the following: (A) evidence satisfactory to the Trustee that (1) the City has not failed to appropriate and pay to the Trustee an amount necessary to cover any Shortfall in accordance with the Ordinance and this Indenture and (2) the City Council has taken action to extend the provisions of the Supplemental Ordinance to the Additional Bonds with respect to the consideration of appropriating amounts sufficient to cover any Shortfalls in Debt Service on the Additional Bonds or (B) an Accountant's Certificate that the Projected Additional Bonds Debt Service Coverage Ratio for the Outstanding Second Tier Bonds, taking into account the Additional Bonds proposed to be issued and all Outstanding Bonds, is not less than :1.00 for each Fiscal Year succeeding the date of issuance of such Additional Bonds; and (iv) such further opinions and instruments as are required by the provisions of Article XI or XII hereof or by the provisions of any Supplemental Indenture. (d) Notwithstanding any provision of this Indenture to the contrary but subject to any limitations imposed by the terms of Section 6.01(b) of the Management Agreement, the Corporation may (i) issue bonds or incur other obligations on a subordinate basis to the Bonds as set forth in Section 12.01 herein and (ii) issue Additional Bonds which constitute either First Tier Bonds or Second Tier Bonds to pay amounts reasonably determined by the Corporation to be required to be made to protect life, health or property from imminent danger or to comply with Legal Requirements so long as there is delivered to the Trustee (in addition to the opinions and instruments required by subsection (a) of Section 3.02 hereof) an Accountant's Certificate to the effect that the Projected Additional Bonds Debt Service Coverage Ratio for the Outstanding Bonds, taking into account the debt service requirements of such Additional Bonds, is not less than 1.00:1.00 for each of the Fiscal Years succeeding the date of issuance of such Series of Additional Bonds through the final maturity date for such Series of Additional Bonds. 4833-7920-8961.4 14 s Indenture; 4833-7920-8961.4 13 Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or 4833-7920-8961.4 5 ervice on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (e) Notwithstanding any provision of this Indenture to the contrary, the Corporation may incur or issue Short Term Indebtedness to fund any projected or actual Cash Flow Deficits secured by and payable from a pledge of and first lien on Gross Operating Revenues provided that the aggregate principal amount of Short Term Indebtedness that can be outstanding at any one time shall not exceed fifteen percent (15%) of the current Operating Year's budgeted Gross Operating Revenues without the Controlling Party's prior written consent and the Corporation shall notify S&P in writing at least one week prior to incurring such Short-Term Indebtedness. Such Short Term Indebtedness shall not be secured by a pledge of or lien on any other portion of the Trust Estate including, without limitation, the Project, and shall not be entitled to any of the rights or benefits granted to the Registered. Owners herein, including, without limitation, the right to declare an Event of Default hereunder and to exercise the remedies set forth herein. Section 3.03. Application of Bond Proceeds and Other Funds. [TO BE REVISED TO REFLECT ACTUAL APPLICATION OF FUNDS] (a) Proceeds from the sale of the Series 2007 Bonds (net of Underwriter's discount, Underwriter's expenses, net original issue discount and a bond insurance premium in the amount of $ to be paid by the Underwriter directly to the Bond Insurer on the Closing Date), constituting the amount of $ shall be applied as follows: (i) $ shall be deposited into the Series 2002A Escrow Fund to be applied to defease and pay the Series 2002A Bonds in accordance with the Series 2002A Escrow Agreement; (ii) $3,000,000 shall be paid to the Design/Builder as the purchase price for the Design/Builder Owned Bonds; (iii) $1,000,000 shall be deposited into the Renewal and Replacement Fund; and (iv) $ shall be deposited into the Series 2007 Costs of Issuance Fund and applied to the payment of Costs of Issuance of the Series 2007 Bonds. , (b) On the Closing Date for the Series 2007 Bonds, all amounts on deposit in the Operating Reserve Fund and the First Tier Debt Service Reserve Fund under the Original Indenture in excess of the Operating Reserve Requirement and the First Tier Reserve Fund Requirement, respectively, shall be transferred by the Trustee for deposit into the Series 2007 Costs of Issuance Fund and applied to the payment of Costs of Issuance of the Series 2007 Bonds. (c) The Design/Builder Owned Bonds and the Manager Owned Bonds shall be transferred to the Trustee and cancelled in full. 4833-7920-8961.4 15 ts required by subsection (a) of Section 3.02 hereof) an Accountant's Certificate to the effect that the Projected Additional Bonds Debt Service Coverage Ratio for the Outstanding Bonds, taking into account the debt service requirements of such Additional Bonds, is not less than 1.00:1.00 for each of the Fiscal Years succeeding the date of issuance of such Series of Additional Bonds through the final maturity date for such Series of Additional Bonds. 4833-7920-8961.4 14 s Indenture; 4833-7920-8961.4 13 Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or 4833-7920-8961.4 5 ervice on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (d) The amount of $ on deposit in the Insurance and Condemnation Proceeds Fund under the Original Indenture shall be deposited into the Workers' Compensation Account of the Insurance and Condemnation Proceeds Fund and applied in the manner set forth in Section 5.20(e) herein. (e) Any amounts remaining on deposit in the Funds and Accounts under the Original Indenture after the application of the funds set forth above shall be retained by the Trustee in the same Funds and Accounts hereunder. (f) The proceeds, including accrued interest, if any, of Additional Bonds together with any other moneys provided by the Corporation, shall be applied simultaneously with the delivery of such Bonds in the manner provided in the Supplemental Indenture authorizing such Series of Additional Bonds. Section 3.04. Medium of Payment; Form and Date; Letter and Numbers. (a) The Bonds shall be payable, as to principal, Accreted Value, Redemption Price, and interest in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest on the Series 2007 Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on any Series of Additional Bonds shall be computed as provided in the Supplemental Indenture authorizing such Series of Additional Bonds. (b) Each Series 2007 Bond shall be issued only as a fully registered Bond. Each Series 2007 Bond shall be substantially in the form of Exhibit C hereto, with such changes therein which are not inconsistent with this Indenture, as are approved by the Authorized Corporation Representative executing the Series 2007 Bonds (whose manual or facsimile signature on such First Tier Bonds shall constitute conclusive evidence of his or her approval of any such changes appearing thereon). Additional Bonds may be issued in such form or forms as shall be provided in the Supplemental Indenture authorizing such Series of Additional Bonds. (c) The Series 2007 Bonds shall be numbered consecutively from R-1 upward, or in such other manner as the Corporation, with the concurrence of the Trustee, shall determine. The Trustee shall insert the date of authentication of each Bond in the place provided for such purpose in the form of certificate of authentication of the Trustee to be printed on each Bond. If interest on the Bonds shall be in default, Bonds issued in exchange for Bonds surrendered for transfer or exchange shall be dated as of the date to which interest has been paid in full on the Bonds surrendered. Each Additional Bond shall be lettered and numbered as provided in this Indenture or the Supplemental Indenture authorizing the Series of which such Additional Bond is a part and so as to be distinguished from every other Bond. (d) The Series 2007 Bonds shall be dated May 24, 2007, shall be issued in Authorized Denominations, shall mature on February 1 of the years and in the amounts set forth below, and shall bear interest, payable semiannually on each February 1 and 4833-7920-8961.4 16 4833-7920-8961.4 14 s Indenture; 4833-7920-8961.4 13 Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or 4833-7920-8961.4 5 ervice on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. August 1, beginning August 1, 2007, at the rate per annum as set forth below for each such maturity: Maturity Date Principal (February 1) Amount Interest Rate Total $ Each Series 2007 Bond shall bear interest (i) from its date if such Series 2007 Bond is authenticated prior to August 1, 2007, or(ii) otherwise from the Interest Payment Date that is, or immediately precedes, the date on which such Series 2007 Bond is authenticated; provided, however, that if at the time of authentication of any Series 2007 Bond payment of interest is in default, such Series 2007 Bond shall bear interest from the date to which interest has been paid. If any principal of or interest on any Series 2007 Bond is not paid when due (whether by maturity, by acceleration or call for redemption or otherwise), then the overdue installments of principal shall bear interest until paid at the same rate set forth in such Series 2007 Bond. Additional Bonds of each Series shall be dated as of, and bear interest from, such date or dates as shall be provided in the Supplemental Indenture authorizing such Series of Additional Bonds. (e) The following provisions apply to the Series 2007 Bonds unless as otherwise provided in any arrangements with DTC as set forth in Section 3.13 hereof with respect to the Series 2007 Bonds, and all Additional Bonds or unless a Supplemental Indenture provides otherwise: (i) interest on Bonds of any Series other than interest payable at maturity or on a Redemption Date shall be paid to the Person in whose name such Bond is registered on the Register at the close of business on the Record Date for such Interest Payment Date; payment of interest on Bonds other than interest 4833-7920-8961.4 17 or facsimile signature on such First Tier Bonds shall constitute conclusive evidence of his or her approval of any such changes appearing thereon). Additional Bonds may be issued in such form or forms as shall be provided in the Supplemental Indenture authorizing such Series of Additional Bonds. (c) The Series 2007 Bonds shall be numbered consecutively from R-1 upward, or in such other manner as the Corporation, with the concurrence of the Trustee, shall determine. The Trustee shall insert the date of authentication of each Bond in the place provided for such purpose in the form of certificate of authentication of the Trustee to be printed on each Bond. If interest on the Bonds shall be in default, Bonds issued in exchange for Bonds surrendered for transfer or exchange shall be dated as of the date to which interest has been paid in full on the Bonds surrendered. Each Additional Bond shall be lettered and numbered as provided in this Indenture or the Supplemental Indenture authorizing the Series of which such Additional Bond is a part and so as to be distinguished from every other Bond. (d) The Series 2007 Bonds shall be dated May 24, 2007, shall be issued in Authorized Denominations, shall mature on February 1 of the years and in the amounts set forth below, and shall bear interest, payable semiannually on each February 1 and 4833-7920-8961.4 16 4833-7920-8961.4 14 s Indenture; 4833-7920-8961.4 13 Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or 4833-7920-8961.4 5 ervice on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. payable at maturity or on a Redemption Date shall be made by check or draft of the Trustee mailed to the Registered Owners thereof at their addresses set forth in the Register as of the Record Date, or by wire transfer to Registered Owners of $1,000,000 or more in aggregate principal amount of Bonds at such wire transfer address in the United States as such Registered Owner shall specify in writing requesting payment by wire transfer delivered to the Trustee prior to the Record Date; (ii) payment of interest on Bonds at maturity or on a Redemption Date shall be paid upon presentation and surrender of such Bonds at the Trustee's designated office; and (iii) principal or Accreted Value of the Bonds shall be payable by check in lawful money of the United States of America at the Trustee's designated office in accordance with the notice provisions of this Indenture; no payment of principal or Accreted Value shall be made on any Bond unless and until such Bond is tendered to the Trustee for cancellation; provided that the Trustee may agree with the Registered Owner of any Bond or Bonds that such Registered Owner may, in lieu of surrendering the same for a new Bond, endorse on such Bond a record of partial payment of the principal of such Bond in the form set forth below (which shall be typed or printed on such Bond): Payments on Account of Principal Principal Balance of Principal Signature of Payment Date Amount Paid Amount Unpaid Registered Owner The Trustee shall maintain a record of each such partial payment made in accordance with the foregoing agreement and such record shall be conclusive. Such partial payment shall be valid upon payment of the amount thereof to the Registered Owner of such Bond, and the Corporation and the Trustee shall be fully released and discharged from all liability to the extent of such payment irrespective of whether such endorsement shall or shall not have been made upon such Bond by the Registered Owner thereof and irrespective of any error or omission in such endorsement. (f) The President of the Board is hereby authorized to have control of the Bonds and all necessary records and proceedings pertaining to the Bonds pending their delivery to each of the Original Purchasers. Only such Bonds as shall have endorsed thereon a certificate of authentication, substantially in the form set forth in Exhibit C with respect to the Series 2007 Bonds, and in the form set forth in the Supplemental Indenture authorizing Additional Bonds with respect to Additional Bonds, dated as of the date of authentication and duly authenticated by the Trustee shall be entitled to any right, security or benefit under this Indenture. All Bonds need not be authenticated by the same authorized officer of the Trustee. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the 4833-7920-8961.4 18 ssued in Authorized Denominations, shall mature on February 1 of the years and in the amounts set forth below, and shall bear interest, payable semiannually on each February 1 and 4833-7920-8961.4 16 4833-7920-8961.4 14 s Indenture; 4833-7920-8961.4 13 Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or 4833-7920-8961.4 5 ervice on the Series 2002A Bonds in the manner provided therein to the extent sufficient amounts were not otherwise available to pay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Trustee, and such executed certificate upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Indenture and that the Registered Owner thereof is entitled to the benefits of the trust hereby created. The Trustee's certificate of authentication on any Bond shall be deemed to have been duly executed by it if(i) signed by an authorized officer or signatory of the Trustee, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Bonds or on all of the Bonds of any series issued hereunder and (ii) the date of authentication of the Bond is inserted in the place provided therefor on the certificate of authentication. Section 3.05. Legends. The Bonds of each Series may contain or have endorsed thereon such provisions, specifications and descriptive words not inconsistent with the provisions of this Indenture as may be necessary or desirable to comply with custom, the rules of any securities exchange or commission, brokerage board, municipal securities rulemaking board or otherwise. Section 3.06. Execution, Authentication and Registration. The Bonds shall be signed in the name of the Corporation by the President or by such other officer of the Corporation authorized to do so by resolution of the Board by his or her manual or facsimile signature, and the Corporation's corporate seal (or a facsimile thereof) shall be impressed, imprinted, engraved or otherwise reproduced thereon and attested by the Secretary or Assistant Secretary of the Corporation. In case any such officer of the Corporation shall have signed any of the Bonds shall cease to hold such office before the Bonds so signed shall have been authenticated and delivered by the Trustee or a duly authorized Authenticating Agent, such Bonds may, nevertheless, be authenticated and delivered as herein provided, and may be issued as if the persons who signed such Bonds had not ceased to hold such offices. Any Bond of a Series may be signed on behalf of the Corporation by such persons who at the time of the execution of such Bonds shall be duly authorized or hold the designated office of the Corporation, although at the date borne by or of delivery of the Bond or Bonds of such Series such persons may not have been so authorized or have held such office. Section 3.07. Exchange of Bonds. Unless otherwise provided in any Supplemental Indenture, Bonds, upon surrender thereof at the designated office of the Registrar, when surrendered with a written request satisfactory to the Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized attorney, may, at the option of the Registered Owner thereof, and upon payment by such Registered Owner of any charges which the Registrar or the Corporation may make as provided in Section 3.09 hereof, be exchanged for an equal aggregate principal amount of Bonds of the same Series and maturity and in any Authorized Denomination. Section 3.08. Negotiability, Transfer and Registry. Unless otherwise provided in any Supplemental Indenture, Bonds shall be transferable only upon the Register, which shall be kept for that purpose at the designated office of the Registrar for such Series of Bonds, by the Registered Owner thereof, in person or by the Registered Owner's attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized attorney. 4833-7920-8961.4 19 ay principal of and interest on the Series 2002A Bonds when due; 4833-7920-8961.4 2 NSPS AND IN EFFECT ON THE DATE 0 '0 THT CIN RMYI PROFESSIONNALSOPIN ON,UASHARL.AND TIFI S / A 0RFI J 4 hts and Relations. Email Address / n^/v 2,f/17 ( U X� OR TYPE) )1 Payment Terms % Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. The Registrar shall keep, or cause to be kept, on behalf of the Corporation at the designated office of the Registrar or such other location or locations as shall be provided in any Supplemental Indenture, the Register, in which, subject to such reasonable regulations as the Corporation, the Trustee, and the Registrar may prescribe, the Registrar shall cause Bonds to be registered and shall transfer Bonds as in this Article provided. The Register shall contain the name and address of the Registered Owner of each Bond as well as the name and address of each Beneficial Owner to the extent such Beneficial Owner provides such information to the Registrar. Upon the transfer of any such Bond and payment of any required fees, the Registrar shall issue in the name of the transferee a new fully registered Bond or Bonds of the same aggregate principal amount and maturity as the surrendered Bond. The Corporation, the Trustee, and any other Fiduciary may deem and treat the person in whose name any Bond shall be registered in the Register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal and Redemption Price of and interest on such Bond and for all other purposes, and all such payments so made to any such Registered Owner or upon the Registered Owner's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and the Corporation, the Trustee, and any other Fiduciary shall not be affected by any notice to the contrary. Section 3.09. Regulations with Respect to Exchanges and Transfers. Except as otherwise provided in any Supplemental Indenture, in all cases in which the privilege of exchanging or transferring Bonds is exercised, the Corporation shall execute and the Trustee or the duly authorized Authenticating Agent shall authenticate and deliver Bonds in accordance with the provisions of this Indenture. All registered Bonds surrendered in any exchange or transfer shall forthwith be canceled by the Trustee or the duly authorized Authentication Agent. For every such transfer of Bonds pursuant to Section 3.08 hereof, whether temporary or definitive, the Corporation, the Trustee, the Registrar, and any Authenticating Agent may make.a charge sufficient to reimburse it or them for any expense, tax, fee or Other governmental charge required to be paid with respect to such transfer. In addition for every exchange of Bonds (other than the exchange of temporary Bonds for definitive Bonds), the Corporation, the Trustee, the Registrar, and any Authenticating Agent may make reasonable charges to cover the costs of printing Bonds including any Trustee's, Registrar's, or Authenticating Agent's charges in connection therewith. The payment of the sum or sums provided in this Section shall be made by the Registered Owner requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Registrar shall not be required to transfer or exchange Bonds for a period from the fifteenth dayof the month next preceding any Interest Payment Date of such Bond through such Interest Payment Date nor to transfer or exchange any Bond after the making of notice calling such Bond or portion thereof for redemption has been given as herein provided nor during the period of 15 days next preceding the giving of such notice. Section 3.10. Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bonds shall become mutilated or be destroyed, stolen or lost, the Corporation shall execute, and thereupon the Trustee or duly authorized Authenticating Agent shall authenticate and deliver, a new Bond of like Series, maturity date, principal amount and interest rate as the Bond so mutilated, lost, stolen or destroyed, provided that (a) in the case of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. surrendered to the Trustee or duly authorized Authenticating Agent, (b) in the case of any lost, stolen or destroyed Bond, there is first furnished evidence of such loss, theft or destruction satisfactory to the Trustee or duly authorized Authenticating Agent together with indemnity satisfactory to the Trustee or duly authorized Authenticating Agent, (c) all other reasonable requirements of the Corporation and the Trustee or duly authorized Authenticating Agent are complied with, and (d) expenses in connection with such transaction are paid by the Registered Owner. Except as provided in Section 3.09 hereof, all Bonds so surrendered to the Trustee shall be canceled by it. Any such new Bonds issued pursuant to this Section in substitution for Bonds alleged to be destroyed, stolen or lost shall constitute original additional contractual obligations on the part of the Corporation, whether or not the Bonds alleged to be destroyed, stolen or lost be at any time enforceable by anyone, and shall be equally secured by and entitled to equal and proportionate benefits in the Trust Estate with all other Bonds issued under this Indenture, to the same extent provided herein. If, after the delivery of such new Bond, a bona fide purchaser of the original Bond in lieu of which such new Bond was issued presents for payment or registration such original Bond, the Trustee or Authenticating Agent shall be entitled to recover such new Bond from the Person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Corporation, the Trustee or any Authenticating Agent in connection therewith. Section 3.11. Temporary Bonds. Until the definitive Bonds of any Series are prepared, the Corporation may execute, in the same manner as is provided in Section 3.00 hereof, and, upon the request of the Corporation, the Trustee or any Authenticating Agent shall authenticate and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds except as to denomination, one or more temporary Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in Authorized Denominations as provided herein or in a Supplemental Indenture, and with such omissions, insertions and variations as may be appropriate to temporary Bonds. The Corporation at its own expense shall prepare and execute and, upon the surrender of such temporary Bonds, the Trustee or any Authenticating Agent shall authenticate and, without charge to the Registered Owner thereof, deliver in exchange therefor, definitive Bonds of.the same aggregate principal amount and Series and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds authenticated and issued pursuant to this Indenture. If the Corporation shall authorize the issuance of temporary Bonds in more than one denomination, the Registered Owner of any temporary Bond or Bonds may, at said Registered Owner's option, surrender the same to the Trustee in exchange for another temporary Bond or Bonds of like aggregate principal amount and Series and maturity of any other Authorized Denomination or Denominations, and thereupon the Corporation shall execute and the Trustee or Authenticating Agent shall authenticate and, in exchange for the temporary Bond or Bonds so surrendered and upon payment of the taxes, fees and charges as provided for in Section 3.09 hereof, shall deliver a temporary Bond or Bonds of like aggregate principal amount, Series and maturity in such other Authorized Denomination or Denominations as shall be requested by such Registered Owner. 4833-7920-8961.4 21 he case of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. All temporary Bonds surrendered in exchange either for another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith canceled by the Trustee. Section 3.12. Cancellation and Destruction of Bonds. Except as otherwise provided in this Indenture or any Supplemental Indenture, all Bonds paid in full, either at or before maturity, or purchased pursuant to Section 5.07 hereof, shall be delivered to the Trustee when such payment or purchase is made, and such Bonds shall thereupon be promptly canceled. Bonds so canceled shall thereafter be treated in accordance with the Trustee's document retention policies. Section 3.13. Depository for Series 2007 Bonds. (a) The Series 2007 Bonds shall be initially executed and delivered in the form of a separate, single, authenticated, fully registered bond for each separate stated maturity of the Series 2007 Bonds, each such bond to be in the full principal amount of Series 2007 Bonds with such stated maturity. Upon initial execution, authentication and delivery, the ownership of such Series 2007 Bonds shall be registered in the bond register in the name of Cede & Co., as nominee of DTC, the Depository for the Series 2007 Bonds. The Trustee and the Corporation may treat DTC (or its nominee) as the sole and exclusive Registered Owner of the Series 2007 Bonds registered in its name for the purposes of payment of the principal and Redemption Price, if any, and interest on the Series 2007 Bonds, selecting the Series 2007 Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Registered Owners of Series 2007 Bonds under this Indenture, registering the transfer of Series 2007 Bonds, obtaining any consent or other action to be taken by the Registered Owner of Series 2007 Bonds and for all other purposes whatsoever, and neither the Trustee nor the Corporation shall be affected by any notice to the contrary. Neither the Trustee nor the Corporation shall have any responsibility or obligation to any Participant, any Person claiming a beneficial ownership interest in the Series 2007 Bonds under or through DTC or any Participant, or any other Person, with respect to the accuracy of any records maintained by DTC or any Participant; the payment by DTC or any Participant of any amount in respect of the principal or Redemption Price or interest on the Series 2007 Bonds; any notice which is permitted or required to be given to the Registered Owners of the Series 2007 Bonds under this Indenture; the selection by DTC or any Participant of any Person to receive payment in the event of a partial redemption of the Series 2007 Bonds; or any consent given or other action taken by DTC (or its nominee) as the Registered Owner of the Series 2007 Bonds. So long as DTC (or its nominee) is the Registered Owner of all Series 2007 Bonds, the Trustee shall pay all principal and Redemption Price, if any, of, and interest on, the Series 2007 Bonds only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Corporation's obligations with respect to the principal, Redemption Price and interest on the Series 2007 Bonds to the extent of the sum or sums so paid. Except under the conditions specified in subsection (b) of this Section, no Person other than DTC or its nominee shall receive authenticated Series 2007 Bonds. Upon delivery by DTC to the Trustee of written notice to such effect, DTC may substitute a new nominee in place of Cede & Co., or any successor nominee, and subject to the provisions herein with respect to record dates, the term "Cede & Co." in this Indenture shall refer to such new nominee of DTC. 4833-7920-8961.4 22 Authorized Denomination or Denominations as shall be requested by such Registered Owner. 4833-7920-8961.4 21 he case of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (b) If (i) DTC, or any successor as Depository for the Series 2007 Bonds, determines not to continue to act as Depository for the Series 2007 Bonds, or (ii) the Corporation determines that the incumbent Depository for the Series 2007 Bonds shall no longer so act, and delivers a written certificate of an Authorized Corporation Representative to the Trustee to that effect, then, subject to compliance with the procedures of the incumbent Depository, the Corporation shall discontinue the book- entry system with the incumbent Depository for the Series 2007 Bonds. If the Corporation determines to replace the incumbent Depository for the Series 2007 Bonds with another Depository, the Corporation shall prepare or direct the preparation of a new single, separate fully registered Series 2007 Bond for the aggregate outstanding principal amount of Series 2007 Bonds of each maturity to be registered in the name of such successor Depository, or its nominee, or make such other arrangements acceptable to the Corporation, the Trustee and the successor Depository for the Series 2007 Bonds as are not inconsistent with the terms of this Indenture. If the Corporation fails to identify a successor Depository for the Series 2007 Bonds to replace the incumbent Depository, then the Series 2007 Bonds shall no longer be restricted to being registered in the bond register in the name of the incumbent Depository or its nominee, but shall be registered in whatever name or names the incumbent Depository for the Series 2007 Bonds, or its nominee, shall designate in accordance with the provisions of subsection (a) of this Section 3.13. In such event the Corporation shall, at its expense, prepare, execute, and deliver a sufficient quantity of Series 2007 Bonds to the Trustee for authentication and delivery at the Corporation's written direction to carry out the transfers and exchanges.. provided in this Section and Section 3.09 hereof. All such Series 2007 Bonds shall be in fully registered form in denominations authorized by this Indenture. (c) Notwithstanding any other provision of this Indenture to the contrary, so long as any Series 2007 Bond is registered in the name of DTC, or its nominee, all payments with respect to principal and Redemption Price of, and interest on, such Series 2007 Bond, and all notices with respect to such Series 2007 Bond, shall be made and given, respectively, as appropriate or necessary with respect to the arrangements made with DTC relating to the Series 2007 Bonds. (d) In connection with any notice or other communication to be provided to Registered Owners of the Series 2007 Bonds pursuant to this Indenture by the Corporation or the Trustee with respect to any consent or other action to be taken by Registered Owners of the Series 2007 Bonds, the Corporation or the Trustee, as the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent practicable. ARTICLE IV REDEMPTION OF BONDS Section 4.01. Privilege of Redemption and Redemption Price. Bonds subject to redemption prior to maturity shall be redeemable, upon notice as provided in this Article unless a different notice provision is provided for in a Supplemental Indenture, at such Redemption 4833-7920-8961.4 23 substitute a new nominee in place of Cede & Co., or any successor nominee, and subject to the provisions herein with respect to record dates, the term "Cede & Co." in this Indenture shall refer to such new nominee of DTC. 4833-7920-8961.4 22 Authorized Denomination or Denominations as shall be requested by such Registered Owner. 4833-7920-8961.4 21 he case of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. • Dates, at such Redemption Prices and upon such terms in addition to the terms contained in this Article, as may be specified herein with respect to the Series 2007 Bonds or in the Supplemental Indenture authorizing such Series of Additional Bonds. Section 4.02. Redemption at the Option of the Corporation. (a) The Series 2007 Bonds shall be subject to redemption at the option of the Corporation, in whole or in part on any date on or after February 1, 20 , from any legally available funds, at a Redemption Price equal to the principal amount of Series 2007 Bonds called for redemption, without premium, plus accrued interest with respect thereto to the date fixed for redemption. (b) In the case of any redemption of Bonds at the option of the Corporation, an Authorized Corporation Representative shall give written notice to the Trustee of its election or direction so to redeem, of the Redemption Date, of the Series, and of the principal amounts of the Bonds of each maturity of such Series to be redeemed (which Series, maturities, and principal amounts thereof to be redeemed shall be determined by the Corporation in its sole discretion, subject to any limitations with respect thereto as are contained in Section 4.04 hereof). Such notice shall be given at least ten Business Days prior to the date on which notice of redemption is required to be given to the Registered Owners of the Bonds to be redeemed or within such shorter period as shall be provided by Supplemental Indenture. (c) The Corporation may rescind any optional redemption and notice thereof for any reason on any date prior to the date fixed for redemption by causing written notice of the rescission to be given to the Registered Owners of the Bonds so called for redemption. Any optional redemption and notice thereof shall be rescinded if for any reason on the date prior to the date fixed for redemption moneys are not available in the appropriate Redemption Account or otherwise held in trust for such purpose in an amount, together with interest earnings thereon to accrue and be payable to such date fixed for redemption, sufficient to pay in full on said date the principal of, interest, and any premium due on the Bonds called for redemption. Notice of rescission of redemption shall be given in the same manner in which notice of optional redemption was originally given. The actual receipt by the Registered Owner of any Bonds of notice or any defect in such notice shall not affect the validity of the rescission. Section 4.03. Redemption Otherwise Thap at the Option of the Corporation. (a) The Series 2007 Bonds maturing on February 1, 20 are subject to mandatory redemption, at a Redemption Price equal to the principal amount of the Series 2007 Bonds maturing on February 1, 20 being redeemed, together with accrued interest thereon to the Redemption Date, pursuant to Sinking Fund Installments on February 1 in each of the years and principal amounts set forth in the table below, except that the Sinking Fund Installments of Series 2007 Bonds maturing on February 1, 20 shall be reduced in chronological order by the principal amount of any Series 2007 Bonds maturing on February 1, 20 redeemed pursuant to any other optional or mandatory 4833-7920-8961.4 24 ided for in a Supplemental Indenture, at such Redemption 4833-7920-8961.4 23 substitute a new nominee in place of Cede & Co., or any successor nominee, and subject to the provisions herein with respect to record dates, the term "Cede & Co." in this Indenture shall refer to such new nominee of DTC. 4833-7920-8961.4 22 Authorized Denomination or Denominations as shall be requested by such Registered Owner. 4833-7920-8961.4 21 he case of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. • redemption provision on or before the date on which any such Sinking Fund Installment is due:' Year Sinking Fund Installment * Final Maturity The Series 2007 Bonds maturing on February 1, 20 are subject to mandatory redemption, at a Redemption Price equal to the principal amount of the Series 2007 Bonds maturing on February 1, 20 being redeemed, together with accrued interest thereon to the Redemption Date, pursuant to Sinking Fund Installments on February 1 in each of the years and principal amounts set forth in the table below, except that the Sinking Fund Installments of Series 2007 Bonds maturing on February 1, 20 shall be reduced in chronological order by the principal amount of any Series 2007 Bonds maturing on February 1, 20 redeemed pursuant to any other optional or mandatory redemption provision on or before the date on which any such Sinking Fund Installment is duel Year Sinking Fund Installment * * Final Maturity (b) The Bonds shall be subject to extraordinary mandatory redemption at the direction of the Corporation pursuant to Section 7.26 of the Indenture, in whole or in part on the earliest date following the date for which notice of redemption can be given as , provided in this Indenture, at a price equal to the,principal amount of Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption, without premium, from proceeds of insurance (including any title insurance), or condemnation awards permitted or required to be applied to such redemption under Section 7.26 hereof; provided, however, that no Second Tier Bonds shall be redeemed pursuant to this clause (b)until no First Tier Bonds remain Outstanding. (c) Whenever by the terms of this Indenture or any Supplemental Indenture the Trustee is required or authorized to redeem Bonds otherwise than at the option of the Corporation, the Trustee shall select the Bonds to be redeemed, give the notice of redemption and pay, out of moneys available therefor, the Redemption Price thereof, plus 4833-7920-8961.4 25 to such date fixed for redemption, sufficient to pay in full on said date the principal of, interest, and any premium due on the Bonds called for redemption. Notice of rescission of redemption shall be given in the same manner in which notice of optional redemption was originally given. The actual receipt by the Registered Owner of any Bonds of notice or any defect in such notice shall not affect the validity of the rescission. Section 4.03. Redemption Otherwise Thap at the Option of the Corporation. (a) The Series 2007 Bonds maturing on February 1, 20 are subject to mandatory redemption, at a Redemption Price equal to the principal amount of the Series 2007 Bonds maturing on February 1, 20 being redeemed, together with accrued interest thereon to the Redemption Date, pursuant to Sinking Fund Installments on February 1 in each of the years and principal amounts set forth in the table below, except that the Sinking Fund Installments of Series 2007 Bonds maturing on February 1, 20 shall be reduced in chronological order by the principal amount of any Series 2007 Bonds maturing on February 1, 20 redeemed pursuant to any other optional or mandatory 4833-7920-8961.4 24 ided for in a Supplemental Indenture, at such Redemption 4833-7920-8961.4 23 substitute a new nominee in place of Cede & Co., or any successor nominee, and subject to the provisions herein with respect to record dates, the term "Cede & Co." in this Indenture shall refer to such new nominee of DTC. 4833-7920-8961.4 22 Authorized Denomination or Denominations as shall be requested by such Registered Owner. 4833-7920-8961.4 21 he case of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. • interest accrued and unpaid to the Redemption Date, to the Registered Owners of Bonds to be redeemed in accordance with the terms of this Indenture and any Supplemental Indenture. (d) In lieu of depositing cash with the Trustee as a mandatory sinking fund payment with respect to Bonds of a maturity, the Corporation shall have the option to tender to the Trustee for cancellation at least 60 days prior to a sinking fund redemption date any amount of Bonds of such maturity purchased by the Corporation, which Bonds may be purchased by or upon the direction of the Corporation at public or private sale as and when and at such prices not in excess of the par amount thereof plus accrued interest thereto as the Corporation may in its discretion determine from moneys held by the Trustee hereunder which are available for such purpose. The par amount of any Bonds of a maturity so purchased by or upon the direction of the Corporation and tendered to the Trustee in any 12-month period ending on December 1 in any calendar year shall be credited towards and shall reduce the next mandatory sinking fund payments required to be made with respect to Bonds of such maturity in the order in which they are required to be made pursuant to this Indenture. Section 4.04. Selection of Bonds to be Redeemed. Bonds subject to optional redemption shall be selected in such order of maturity and from such Series of Bonds as the Corporation may direct. If less than all of the Bonds of a single maturity within the same Series are to be redeemed, the Bonds of such Series to be redeemed will be selected by lot or other random method by the Trustee in such a manner as the Trustee may determine unless otherwise provided by the Supplemental Indenture authorizing that Series of Additional Bonds; provided, however, that the portion of any Bond of a Series of a denomination greater than the minimum Authorized Denomination for the Bonds of such Series to be redeemed shall be redeemed in part only in Authorized Denomination and that, in selecting portions of Bonds of a Series for redemption, the Trustee shall treat each Bond of such Series as representing that number of Bonds of the minimum Authorized Denomination for such"Series which is obtained by dividing the principal amount of such Bond to be redeemed in part by the minimum Authorized Denomination for such Series. In case of any partial redemption during the continuance of an Event of Default, such redemption shall be applied on a pro rata basis to all Outstanding Bonds of the Series called for redemption, without differentiation by maturity or within a maturity. Section 4.05. Notice of Redemption. Notice of mandatory and optional redemption of Bonds shall be given in accordance with this Section. When the Trustee shall have received notice from the Corporation of its election or direction to redeem Bonds pursuant to Section 4.02 hereof, and when redemption of Bonds is authorized or required pursuant to Section 4.03(b) hereof,the Trustee shall give notice, in the name of the Corporation, of the redemption of such Bonds, which notice shall specify the Series and maturities of the Bonds to be redeemed, the Redemption Date and the place or places where amounts due upon such Redemption Date will be payable and, if less than all of the Bonds of any like Series and maturity are to be redeemed, the letters and numbers or other distinguishing marks of such Bonds so to be redeemed, and, in the case of Bonds to be redeemed in part only, such notices shall also specify the respective portions of the principal amounts thereof to be redeemed. Such notice shall further state that on such Redemption Date there shall become due and payable upon each Bond to be redeemed the Redemption Price thereof, or the Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. thereof, in the case of Bonds to be redeemed in part only, together with interest accrued to the Redemption Date, and that from and after such date interest thereon shall cease to accrue and be payable. The Trustee shall mail a copy of such notice, first class mail postage prepaid, not less than 30 days nor more than 60 days before the Redemption Date (or such shorter period as shall be provided by Supplemental Indenture), to the Bond Insurer and to the Registered Owners of any registered Bonds, or portions of registered Bonds which are to be redeemed, at their last addresses, if any, appearing upon the Register. In addition to the notice of redemption required pursuant to the preceding paragraph, if any of the Bonds are to be redeemed, then, upon the written request of an Authorized Corporation Representative received at least 40 days before the date fixed for redemption, the Trustee shall also give redemption notice at least 30 days before the date fixed for redemption, by (i) registered or certified mail, return receipt requested, postage prepaid, (ii)telephonically confirmed facsimile transmission, or (iii) overnight delivery service, to the Securities Depositories and/or Information Services specified by the Corporation. Failure to give the notices described in this Section, or any defects therein, shall not in any manner affect the validity of any proceedings for redemption of any other Bonds for which such notice has been duly given. Neither the Corporation nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Bonds or in any redemption notice with respect thereto, and any such redemption notice may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Corporation nor the Trustee shall be liable for any inaccuracy in such numbers. Section 4.06. Payment of Redeemed Bonds. Notice having been given in the manner provided in Section 4.05 hereof, the Bonds or portions thereof so called for redemption shall become due and payable on the Redemption Date so designated at the Redemption Price, plus interest accrued and unpaid to the Redemption Date, and upon presentation and surrender thereof at the office specified in such notice. If there shall be called for redemption less than all of the principal or Accreted Value of any Bond, the Corporation shall execute and the Trustee or the Authenticating Agent shall authenticate, upon the surrender of such Bond, without charge to the Registered Owner thereof, for the unredeemed balance of the principal amount or Accreted Value of the Bond so surrendered, Bonds of like Series and maturity in any Authorized Denomination. If, on the Redemption Date, moneys for the redemption of all the Bonds or portions thereof of any like Series and maturity to be redeemed, together with interest to the Redemption Date, shall be held by the Trustee so as to be available therefor on said date and if notice of redemption shall have been given as aforesaid, then, from and after the Redemption Date interest on the Bonds or portions thereof of such Series and maturity so called for redemption shall cease to accrue and become payable. If said moneys shall not be so available on the Redemption Date, such Bonds or portions thereof shall continue to bear or accrete interest until paid at the same rate as they would have borne or accreted interest at had they not been called for redemption. Section 4.07. Modification by Supplemental Indenture. The provisions of this Article may be modified by any Supplemental Indenture in respect of any Series of Additional Bonds authorized thereby, and in the event of any conflict with the provisions hereof the provisions of 4833-7920-8961.4 27 the Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. such Supplemental Indenture shall control in respect of any Series, of Additional Bonds authorized thereby. ARTICLE V ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF Section 5.01. Security for Bonds. (a) The Bonds are payable from and secured by a pledge of the Trust Estate in accordance with the terms hereof. Said pledge shall constitute a first lien on and security interest in such assets and shall attach, be perfected and be valid and binding from and after delivery by the Trustee of the Series 2007 Bonds, without any physical delivery thereof or further.act. NOTWITHSTANDING ANY OTHER PROVISION OF THIS INDENTURE, AND UNTIL NO FIRST TIER BONDS REMAIN OUTSTANDING AND UNPAID, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT PURSUANT TO SECTION 9.02(a), (b), (j), (k) or (m), NO PAYMENT SHALL BE MADE WITH RESPECT TO THE SECOND TIER BONDS FROM THE AMOUNTS THEN ON DEPOSIT IN THE SECOND TIER DEBT SERVICE ACCOUNT TO PAY ANY SCHEDULED PAYMENTS OF DEBT SERVICE, INCLUDING- MANDATORY OR ANTICIPATED SINKING FUND PAYMENTS, WITH RESPECT TO ANY SECOND TIER BONDS; PROVIDED HOWEVER, THAT AMOUNTS ON DEPOSIT IN THE SECOND TIER DEBT SERVICE RESERVE FUND OR ANY FUND CREATED FOR THE SOLE SECURITY OF THE SECOND TIER BONDS SHALL BE APPLIED TO THE PAYMENT OF DEBT SERVICE ON THE SECOND TIER BONDS NOTWITHSTANDING THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER. ACCORDINGLY, NONPAYMENT OF SUCH AMOUNTS SHALL NOT CONSTITUTE AN EVENT OF DEFAULT HEREUNDER WITH RESPECT TO THE SECOND TIER BONDS SO LONG AS ANY FIRST TIER BONDS REMAIN OUTSTANDING AND UNPAID, AND REGISTERED OWNERS OF SUCH BONDS WILL NOT HAVE ANY RIGHTS TO PURSUE ANY RIGHTS OR REMED I F S HEREUNDER IN SUCH EVENT. IN ALL EVENTS, ONLY THE CONTROLLING PARTY SHALL HAVE THE RIGHT TO DIRECT AND CONTROL REMED 1F S UPON AN EVENT OF DEFAULT AS SET FORTH IN ARTICLE IX HEREOF. (b) The Corporation agrees to deposit or cause to be deposited, as long as any of the Bonds remain Outstanding, all of the Gross Operating Revenues as calculated on a cash basis (less the Petty Cash Amount, which shall be retained by the Manager for use solely at the Project), as soon as practical upon receipt (but in no event less often than once each Business Day), in the Lockbox Fund. The Corporation shall execute and cause to be filed UCC financing statements, and shall execute and deliver such other documents (including, but not limited to, continuation statements) as may be necessary in order to perfect or maintain as perfected the security interest of the Trustee in the Lockbox Fund or give public notice thereof. 4833-7920-8961.4 28 tions thereof of any like Series and maturity to be redeemed, together with interest to the Redemption Date, shall be held by the Trustee so as to be available therefor on said date and if notice of redemption shall have been given as aforesaid, then, from and after the Redemption Date interest on the Bonds or portions thereof of such Series and maturity so called for redemption shall cease to accrue and become payable. If said moneys shall not be so available on the Redemption Date, such Bonds or portions thereof shall continue to bear or accrete interest until paid at the same rate as they would have borne or accreted interest at had they not been called for redemption. Section 4.07. Modification by Supplemental Indenture. The provisions of this Article may be modified by any Supplemental Indenture in respect of any Series of Additional Bonds authorized thereby, and in the event of any conflict with the provisions hereof the provisions of 4833-7920-8961.4 27 the Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (c) From and after the Opening Date, on or before 10:00 a.m., Omaha, Nebraska time, on the first Business Day of each month, after payment or provision for payment of the Management Fee and Eligible Employee Bonus Pool then due and owing on such Business Day and any Short-Term Indebtedness then due and owing, the Trustee shall be entitled to and shall collect and receive all of the Available Revenue as calculated on a cash basis from the Lockbox Fund for deposit into the Available Revenue Fund and any such amounts collected or received by or on behalf of the Corporation shall be deemed to be held, and to have been collected or received, by the Corporation as the agent of the Trustee and shall forthwith be paid or caused to be paid by the Corporation to the Trustee for deposit in the Available Revenue Fund. All such Available Revenues deposited with the Trustee in the Available Revenue Fund shall be held, disbursed, allocated and applied by the Trustee only as provided in this Indenture and the Cash Management Agreement. (d) In addition, full and faithful payment of the Debt Service on the Bonds is hereby deemed further secured by the lien on the Project granted by the Corporation pursuant to the Deed of Trust. The Corporation covenants and agrees that the Deed of Trust shall be subject only to conditions, covenants and restrictions of record approved by the Trustee and set forth as exceptions to the Title Policy on the Project delivered on the Closing Date for the Series 2002 Bonds. The Title Policy shall name the Corporation and the Trustee as beneficiaries, as their interests may appear, with liability at least equal to the aggregate principal amount represented by the Series 2007 Bonds. Additional standard endorsements may be attached thereto, and standard printed exceptions may be deleted and modified, as the case may be, as may be reasonably requested by the Corporation and as may be approved by the Bond Insurer, which approval shall not be unreasonably withheld, delayed or conditioned, and the costs associated with the same shall be borne by the Corporation from amounts on deposit in the Series 2002 Costs of Issuance Account of the Construction Fund and the Series 2007 Costs of Issuance Fund and, to the extent such amounts are insufficient, from amounts on deposit in the Lockbox Fund. (e) Subject to the rights of the Manager under the Cash Management Agreement, the Trustee also may, and shall, at the written direction of the Controlling Party(upon the occurrence and during the continuance of an Event of Default hereunder), subject to the provisions of this Indenture and the Assignment Agreements, take all steps, actions and proceedings to enforce (i) either jointly with the Corporation or separately all of the rights and all of the obligations of the Corporation under this Indenture and the Cash Management Agreement, (ii) all rights of the Corporation under the Management Agreement, the Pre-Opening Services Agreement, the Design/Build Agreement, the Performance and Payment Bonds and the Completion Guaranty, (iii) all rights of the Trustee and the Registered Owners under the Deed of Trust and the Assignment Agreement and (iv) either jointly with the Design/Builder or separately all rights of the Design/Builder under the Architect Contract. (f) As set forth in the Management Agreement and the Cash Management Agreement, all Excluded Taxes and Other Charges and any other amounts received by the Manager which are not included in Gross Operating Revenue shall be applied in the 4833-7920-8961.4 29 vent of any conflict with the provisions hereof the provisions of 4833-7920-8961.4 27 the Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. manner as set forth in this Indenture or, if not set forth herein, shall either be (i) retained by the Manager and paid by the Manager promptly, but in any event prior to the time such payment becomes delinquent, directly to the appropriate Person entitled thereto as determined by the Manager in its reasonable discretion or (ii) deposited with the Trustee in the Available Revenue Fund if Manager determines in its reasonable discretion that such amounts are not otherwise designated for payment to a particular Person. Section 5.02. Establishment of Funds and Accounts. The Corporation hereby establishes the following Funds and Accounts, all of which shall be held by the Trustee and, with the exception of the Rebate Fund, shall constitute a part of the Trust Estate: (a) "Convention Center Hotel Revenue Bond Series 2007 Costs of Issuance Fund"; (b) "Convention Center Hotel Revenue Bond Available Revenue Fund"; (c) "Convention Center Hotel Revenue Bond Debt Service Fund," a separate Debt Service Account for each Tier of Bonds within such Fund and a separate Redemption Account for each Tier of Bonds within such Fund; (d) "Convention Center Hotel Revenue Bond First Tier Debt Service Reserve Fund"; (e) "Convention Center Hotel Revenue Bond Sinking Fund"; (f) "Convention Center Hotel Revenue Bond Operating Reserve Fund"; (g) "Convention Center Hotel Revenue Bond Second Tier Debt Service Reserve Fund"; (h) "Convention Center Hotel Revenue Bond Renewal and Replacement Fund"; (1) "Convention Center Hotel Revenue Bond Cash Trap Fund"; (j) "Convention Center Hotel Revenue Bond Administrative Fee Fund"; (k) "Convention Center Hotel Revenue Bond Taxes and Insurance Fund"; , (1) "Convention Center Hotel Revenue Bond Insurance and Condemnation Proceeds Fund" and within such Fund a"Workers' Compensation Account"; (m) "Convention Center Hotel Revenue Bond City Appropriation Fund"; (n) "Convention Center Hotel Revenue Bond City Repayment Fund"; and (o) "Convention Center Hotel Revenue Bond Rebate Fund." 4833-7920-8961.4 3 0 ' I of the Construction Fund and the Series 2007 Costs of Issuance Fund and, to the extent such amounts are insufficient, from amounts on deposit in the Lockbox Fund. (e) Subject to the rights of the Manager under the Cash Management Agreement, the Trustee also may, and shall, at the written direction of the Controlling Party(upon the occurrence and during the continuance of an Event of Default hereunder), subject to the provisions of this Indenture and the Assignment Agreements, take all steps, actions and proceedings to enforce (i) either jointly with the Corporation or separately all of the rights and all of the obligations of the Corporation under this Indenture and the Cash Management Agreement, (ii) all rights of the Corporation under the Management Agreement, the Pre-Opening Services Agreement, the Design/Build Agreement, the Performance and Payment Bonds and the Completion Guaranty, (iii) all rights of the Trustee and the Registered Owners under the Deed of Trust and the Assignment Agreement and (iv) either jointly with the Design/Builder or separately all rights of the Design/Builder under the Architect Contract. (f) As set forth in the Management Agreement and the Cash Management Agreement, all Excluded Taxes and Other Charges and any other amounts received by the Manager which are not included in Gross Operating Revenue shall be applied in the 4833-7920-8961.4 29 vent of any conflict with the provisions hereof the provisions of 4833-7920-8961.4 27 the Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. All other Funds and Accounts created under the Original Indenture which are not set forth above shall be closed by the Trustee. The Trustee may create any other Funds or Accounts hereunder, to be held in trust for the benefit of the Registered Owners of the Bonds, as the Trustee deems necessary to carry out the purposes of this Indenture; provided that any such creation shall not affect the rights and obligations of the Trustee, without the prior written consent of the Trustee, or the Manager under the Cash Management Agreement, without the prior written consent of the Manager, and shall require an opinion of Bond Counsel stating that the creation of such Fund or Account will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. Not later than the tenth (10th) calendar day of each month, the Trustee shall provide the Corporation, the Manager and the Bond Insurer with a monthly statement of(i) the amounts on deposit in the Funds and Accounts as of the last calendar day of the prior month and, (ii) if applicable, the amounts of any deficiencies in such Funds and Accounts that are known by the Trustee. Section 5.03. Series 2007 Costs of Issuance Fund. (a) There shall be paid into the Series 2007 Costs of Issuance Fund the amounts required to be so paid by the provisions of this Indenture. (b) Amounts in the Series 2007 Costs of Issuance Fund shall be used to pay the Costs of Issuance for the Series 2007 Bonds and shall be distributed to, or to the order of, the Corporation for such purpose at the written request of an Authorized Corporation Representative. Upon the earlier to occur of(i) the delivery to the Trustee of a written Certificate from an Authorized Corporation Representative stating that all Costs of Issuance for the Series 2007 Bonds have been paid or duly provided for or (ii) September 1, 2007, the Series 2007 Costs of Issuance Fund shall be closed and all amounts remaining therein shall be transferred to the First Tier Debt Service Account and applied to pay interest on the Series 2007 Bonds on the next Interest Payment Date. • Section 5.04. Lockbox Fund; Available Revenue Fund. The Trustee shall at all times cause to be maintained a Lockbox Fund pursuant to the provisions of the Cash Management Agreement or, if the initial Manager is replaced by a successor Manager, a Cash Management Agreement with terms substantially similar to those contained in the initial Cash Management Agreement. Unless an Event of Default (as defined in the Management Agreement) by the Manager has occurred and is continuing under the Management Agreement or the Management Agreement has been terminated, in each case of which the Trustee has notice, the Trustee and the Corporation shall instruct the Depository Bank to'periodically disburse amounts deposited in the Lockbox Fund to Manager as periodically requested by Manager, pursuant to either check or draft drawn by the Manager directly against such Lockbox Fund or by written instructions provided by the Manager specifying the amount to be transferred by the Depository Bank to the Manager for the payment of amounts then due and owing pursuant to the terms of any Short Term Indebtedness and Operating Expenses including, without limitation, (i) the Management Fee then due and owing and (ii) the Eligible Employee Bonus Pool then due and owing, which Management Fee and/or Eligible Employee Bonus Pool then due and owing shall be paid out on the first Business Day of each month immediately prior to any other disbursements, including, without limitation, the disbursements to the Available Revenue Fund as provided in this Section 5.04. The Trustee and the Corporation shall instruct the Depository Bank to transfer to the 4833-7920-8961.4 31 e Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Manager all amounts in the Lockbox Fund which represent proceeds of Bonds prior to distributing any amounts on deposit therein which represent Gross Operating Revenues. If an Event of Default (as defined in the Management Agreement)by the Manager has occurred and is continuing under the Management Agreement of which the Trustee has notice and the Trustee has no notice of a termination of the Management Agreement, the Trustee and the Corporation shall instruct the Depository Bank and the Depository Bank is instructed to periodically distribute amounts deposited in the Lockbox Fund to Manager as periodically requested by Manager pursuant to either check or draft drawn by the Manager directly against such Lockbox Fund or by written instructions provided by the Manager specifying the amount to be transferred by the Depository Bank to the Manager for(i) amounts then due and owing pursuant to the terms of any Short Term Indebtedness, (ii) budgeted Operating Expenses including, without limitation, the Management Fee and/or Eligible Employee Bonus Pool then due and owing and (iii)with the prior written consent of the Asset Manager, the Corporation and the Controlling Party, unbudgeted Operating Expenses; provided that the Manager shall provide a weekly report summarizing all Operating Expenses paid during each week to the Corporation and the Controlling Party, and, if requested by the Trustee, to the Trustee. On the first Business Day in each month following the Opening Date, the Trustee shall deposit to the Available Revenue Fund from the Lockbox Fund such amount as specified in Section 5.01(c)hereof, and amounts in the Available Revenue Fund shall be used for the purposes and in the order of priority set forth in Section 5.05 hereof and in the Cash Management Agreement. The Corporation agrees to pay as an Operating Expense the fees of the Depository Bank in accordance with the customary fees charged by the Depository Bank for the services described herein and in the Cash Management Agreement, as such fees are established from time to time. The Trustee or the Corporation may replace the Depository Bank with a new Depository Bank reasonably acceptable to the Manager and the Controlling Party upon five days notice to the other parties to the Cash Management Agreement. Section 5.05. Flow of Funds. (a) Except as otherwise provided in subsections (b) and (c) of this Section or in Section 9.04 hereof, on the first Business Day of each month, after making the deposit required in Section 5.04 hereof to the Available Revenue Fund, the Trustee shall make the deposits, transfers or payments indicated below from amounts then on deposit in the Available Revenue Fund in the priority listed below (including curing any deficiency in deposits, transfers or payments required in prior months), the requirements of each Fund, deposit, transfer or payment to be fully satisfied (other than transfers required by Eleventh below), leaving no deficiencies, prior to any deposit, transfer or payment later in priority, unless as otherwise specifically provided below: First, to the Taxes and Insurance Fund, an amount which together with moneys on deposit in such Fund will equal but not exceed the Taxes and Insurance Set Aside Amount accrued but not paid through the preceding month; Second, to the Administrative Fee Fund, an amount which together with moneys on deposit in such Fund will equal the amount necessary to pay the Administrative Expenses then due and owing for such month, together with any accruals from prior periods; 4833-7920-8961.4 32 enue Fund as provided in this Section 5.04. The Trustee and the Corporation shall instruct the Depository Bank to transfer to the 4833-7920-8961.4 31 e Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Third, unless provision for such payments from the Construction Fund or otherwise has been made as contemplated by Section 5.03 hereof or otherwise, to the First Tier Debt Service Account of the Debt Service Fund, an amount which together with moneys otherwise transferred to such Account will equal: (A) the aggregate amount of interest [to become due and payable on each Series of Outstanding First Tier Bonds on the Interest Payment Dates to occur through the next February 1 for such Series/to accrue on each Series of Outstanding First Tier Bonds during the next twelve calendar months], plus an amount equal to any shortfall from a prior month to the extent not made up from another source; plus (B) an amount equal to the next Principal Installment to become due and payable within the next twelve months on each Series of Outstanding First Tier Bonds, plus an amount equal to any shortfall from a prior month to the extent not made up from another source; Fourth, if the Operating Reserve Fund contains less than the Operating Reserve Requirement, to the Operating Reserve Fund, an amount equal to the amount needed to attain the Operating Reserve Requirement; Fifth, to the Renewal and Replacement Fund, an amount which together with moneys otherwise transferred to such Fund from the Available Revenue Fund will equal but not exceed the Renewal and Replacement Set Aside Amount accrued but not paid through the preceding month; provided however, that any deficiencies in the amounts required to be deposited into the Renewal and Replacement Fund under the Original Indenture shall not be deposited into the Renewal and Replacement Fund hereunder; Sixth, to the Rebate Fund, amounts which, when added to other amounts in the Rebate Fund, shall equal the amount required to be on deposit therein pursuant to the Tax Certificates delivered in connection with the issuance of each Series of Bonds; Seventh; if the First Tier Debt Service Reserve Fund contains less than the First Tier Reserve Fund Requirement, to the First Tier Debt Service Reserve Fund, an amount equal to the amount needed to attain the First Tier Reserve Fund Requirement; Eighth, unless provision for such payments from the Construction Fund or otherwise has been made pursuant to the terms of a Supplemental Indenture, to the Second Tier Debt Service Account of the Debt Service Fund an amount which together with moneys otherwise transferred to such Account will equal but not exceed: (A) the aggregate amount of interest [to become due and payable on each Series of Outstanding Second Tier Bonds on the Interest Payment Dates to occur through the next February 1 for such Series/to accrue on each Series of Outstanding Second Tier Bonds during the next twelve calendar months], plus an amount equal to any shortfall from a prior month to the extent not made up from another source; plus 4833-7920-8961.4 3 3 r in priority, unless as otherwise specifically provided below: First, to the Taxes and Insurance Fund, an amount which together with moneys on deposit in such Fund will equal but not exceed the Taxes and Insurance Set Aside Amount accrued but not paid through the preceding month; Second, to the Administrative Fee Fund, an amount which together with moneys on deposit in such Fund will equal the amount necessary to pay the Administrative Expenses then due and owing for such month, together with any accruals from prior periods; 4833-7920-8961.4 32 enue Fund as provided in this Section 5.04. The Trustee and the Corporation shall instruct the Depository Bank to transfer to the 4833-7920-8961.4 31 e Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (B) commencing with the month occurring twelve months prior to the first date a Principal Installment is due on each Series of Outstanding Second Tier Bonds, the next Principal Installment to become due and payable within the next twelve months on each Series of Outstanding Second Tier Bonds plus an amount equal to any shortfall from a prior month to the extent not made up from any other source; Ninth, if the Reserve Fund created for the Second Tier Bonds pursuant to a Supplemental Indenture (the "Second Tier Debt Service Reserve Fund") contains less than the amount required by such Supplemental Indenture to be on deposit therein, to such reserve fund an amount equal to the amount needed to attain such required amount; Tenth, if the Cash Trap Fund contains less than the Cash Trap Fund Requirement, to the Cash Trap Fund, an amount equal to the amount needed to attain the Cash Trap Fund Requirement; Eleventh, commencing in the calendar year 2008, to the City an amount not to exceed the City Appropriation Repayment and any City Obligations then due and owing to the City provided that the following conditions are met: (i) the City of Omaha then maintains a rating on its general obligation bonds in at least one of the top two rating categories by at least two of the Rating Agencies; (ii) the Debt Service Coverage Ratio on the First Tier Bonds has been at least 1.50:1.00 for the prior thirty six months; (iii)the amounts on deposit in the First Tier Debt Service Reserve Fund, the Operating Reserve Fund and the Cash Trap Fund equals at least the First Tier Reserve Fund Requirement, the Operating Reserve Fund Requirement and the Cash Trap Fund Requirement, respectively; and (iv) for each transfer occurring during or after the year 2017, the amount on deposit in the Sinking Fund equals the Sinking Fund Requirement; and Twelfth, to the Sinking Fund, any amount remaining in the Available Revenue Fund after funding the deposits required above. (b) Notwithstanding the provisions of subsection (a) above, if on the fifteenth day immediately preceding each Interest Payment Date there are not on deposit in the First Tier Debt Service Account and the Second Tier Debt Service Account amounts sufficient to pay the interest and Principal Installments to become due on the First Tier Bonds and the Second Tier Bonds, respectively, on such Interest Payment Date, and sufficient amounts are not on deposit in the Funds referenced in Section 5.06(a) hereof with respect to insufficiency of amounts on deposit in the First Tier Debt Service Account, and Section 5.06(b) hereof with respect to insufficiency of amounts on deposit in the Second Tier Debt Service Account, to make up any such deficiency, then the Trustee shall promptly notify the Depository Bank, the City and the Corporation on the immediately succeeding Business Day of such shortfall and, unless funds to cover such deficiency are transferred to the Trustee for deposit to the Available Revenue Fund within ten days after receipt of such notice (but in no event later than the Business Day prior to such Interest Payment Date), the Corporation shall cause the Depository Bank to transfer the Lockbox Fund to the name and credit of the Trustee, as assignee of the Corporation. The Lockbox Fund shall remain in the name and to the credit of the Trustee 4833-7920-8961.4 34 e Administrative Expenses then due and owing for such month, together with any accruals from prior periods; 4833-7920-8961.4 32 enue Fund as provided in this Section 5.04. The Trustee and the Corporation shall instruct the Depository Bank to transfer to the 4833-7920-8961.4 31 e Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. until the amounts on deposit in said Fund are sufficient to pay in full (or have been used to pay in full) all amounts in default and until all other Events of Default known to the Trustee shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, whereupon the Lockbox Fund (except for the Available Revenues held in the Lockbox Fund which are required to make such payments or cure such defaults) shall be returned to the name and credit of the Corporation. During any period that the Lockbox Fund is held in the name and to the credit of the Trustee, the Trustee shall use and withdraw from time to time amounts in said fund to make payments of Debt Service first on the First Tier Bonds and second on the Second Tier Bonds when due. During any period that the Lockbox Fund is held in the name and to the credit of the Trustee, the Corporation shall not be entitled to use or withdraw any of the Gross Operating Revenues unless (and then only to the extent that) the Trustee, with the prior written consent of the Controlling Party which consent shall not be unreasonably withheld, conditioned or delayed, so directs for the payment of current or past due Operating Expenses; provided, however, that the Corporation shall be entitled to withdraw any amounts in the Lockbox Fund which do not constitute Gross Operating Revenues and apply such amounts in the manner set forth herein for the application of such amounts. Notwithstanding the foregoing, (i) if the Manager has not been terminated under the Management Agreement and an Event of Default (as defined in the Management Agreement), is not then in existence, the Manager shall be entitled to continue to receive the funds it would have otherwise been entitled to as if no Event of Default had occurred under this Indenture as provided in this Indenture, in the Management Agreement and in the Cash Management Agreement and (ii) if an Event of Default (as defined in the Management Agreement) of which the Trustee has notice by the Manager has occurred and is continuing under the Management Agreement but the Trustee has not received notice that the Manager has been terminated under the Management Agreement, the Trustee shall pay the Manager (x) the budgeted Operating Expenses. (including but not limited to the Management Fee.and Eligible Employee Bonus Pool) then due and owing, Short-Term Indebtedness then due and owing, items within the Capital Budget, and amounts needed to pay Taxes and insurance with respect to the Project, and (y) with the prior written consent of the Asset Manager, the Corporation and the Controlling Party, unbudgeted expenses and amounts reasonably determined by the Manager as being required to;be made to protect life, health or property from imminent danger or to comply with Legal Requirements; provided that the Manager shall supply a weekly accounting of such expenditures paid during such week to the Trustee, the Corporation and the Controlling Party. (c) Notwithstanding anything contained in Section 5.05(a) herein to the contrary, to the extent any amounts are paid by the City (other than for deposit in the City Appropriation Fund) or any Person other than the Corporation to the Trustee, any monies received by the Trustee from any source that are identified as payment to the Trustee relating to items paid from amounts received by the Trustee from the City or such other Person, as aforesaid, shall be paid by the Trustee to the City or such other Person, as the case may be. 4833-7920-8961.4 3 5 nstruct the Depository Bank to transfer to the 4833-7920-8961.4 31 e Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Section 5.06. Other Transfers to Debt Service Fund. (a) Notwithstanding anything in this Article or elsewhere in this Indenture to the contrary, if on the Business Day prior to any Interest Payment Date there are not sufficient moneys in the First Tier Debt Service Account on such date to pay principal of and interest on the First Tier Bonds to become due and owing on such Interest Payment Date (other than First Tier Bonds for which moneys have been already set aside and dedicated to the payment of such First Tier Bonds as permitted herein), moneys shall be transferred to the First Tier Debt Service Account from the following sources in an amount which, together with the amount then on deposit in the First Tier Debt Service Account, will result in the First Tier Debt Service Account having the balance required to be on deposit therein in order to pay interest and principal to become due and payable on such Interest Payment Date: First, from the Capitalized Interest Account created for such Series of First Tier Bonds; Second, from the Cash Trap Fund in an amount which does not cause the amount on deposit therein to fall below the Minimum Cash Trap Fund Amount; Third, from the Sinking Fund; Fourth, from the Second Tier Debt Service Account; Fifth, from the Operating Reserve Fund in an amount which does not cause the amount on deposit therein to fall below $1,000,000; Sixth, from the Cash Trap Fund; Seventh, from the Operating Reserve Fund; Eighth, from the First Tier Debt Service Reserve Fund; and Ninth, from the City Appropriation Fund. (b) Notwithstanding anything in this Article or elsewhere in this Indenture to the contrary, if on the Business Day immediately preceding any Interest Payment Date and after making any,transfers required by Section 5.06(a) hereof there are not sufficient moneys in the Second Tier Debt Service Account on such date to pay principal of and interest on the Second Tier Bonds to become due and owing on such Interest Payment Date (other than Second Tier Bonds for which moneys have been already set aside and dedicated to the payment of such Second Tier Bonds as permitted hereby), an Event of Default with respect to the Second Tier Bonds shall not have occurred so long as any First Tier Bonds are Outstanding and moneys shall not be transferred to the Second Tier Debt Service Account from any other Funds and Accounts held by the Trustee hereunder except from the following sources (subject to the application of such sources for the purposes set forth in Section 5.06(a) hereof) in an amount which, together with the amount then on deposit in the Second Tier Debt Service Account, will result in the 4833-7920-8961.4 3 6 amounts reasonably determined by the Manager as being required to;be made to protect life, health or property from imminent danger or to comply with Legal Requirements; provided that the Manager shall supply a weekly accounting of such expenditures paid during such week to the Trustee, the Corporation and the Controlling Party. (c) Notwithstanding anything contained in Section 5.05(a) herein to the contrary, to the extent any amounts are paid by the City (other than for deposit in the City Appropriation Fund) or any Person other than the Corporation to the Trustee, any monies received by the Trustee from any source that are identified as payment to the Trustee relating to items paid from amounts received by the Trustee from the City or such other Person, as aforesaid, shall be paid by the Trustee to the City or such other Person, as the case may be. 4833-7920-8961.4 3 5 nstruct the Depository Bank to transfer to the 4833-7920-8961.4 31 e Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Second Tier Debt Service Account having the balance required to be on deposit therein in order to pay interest and principal to become due and payable on such Interest Payment Date: First, from the Capitalized Interest Account created for such Series of Second Tier Bonds; Second, from the Cash Trap Fund in an amount which does not cause the amount on deposit therein to fall below the Minimum Cash Trap Fund Amount; and Third, from the Second Tier Debt Service Reserve Fund. Section 5.07. Debt Service Fund. (a) There shall be paid out of the appropriate Account of the Debt Service Fund on or before each Interest Payment Date for any of the Bonds, the amount required for the interest payment on such date, and there shall be paid out of the appropriate Account of the Debt Service Fund on or before each Principal Installment due date, the amount required for the Principal Installment payable on such due date; provided, however, that if any special fund, account or subaccount has been created for the payment of capitalized interest on the Bonds or any Series thereof, any amounts transferred to the Debt Service Fund from such special fund, account or subaccount shall be used to pay such interest prior to the use of any amounts in the Debt Service Fund for such purpose. On or before any Redemption Date for Bonds to be redeemed, there shall also be paid out of the appropriate Account of the Debt Service Fund, from available amounts deposited therein from time to time, the Redemption Price of and interest on the Bonds then to be redeemed. (b) Amounts- in the appropriate Account of the Debt Service Fund with respect to any Sinking Fund Installment (together with amounts in the appropriate Account of the Debt Service Fund with respect to interest on the Bonds for which such Sinking Fund Installment was established) shall be applied to the redemption of Bonds of the Series and maturity for which such Sinking Fund Installment was established in an amount not exceeding that necessary to complete the retirement of such Sinking Fund Installment as hereinafter provided. Unless otherwise provided in any Supplemental Indenture, as soon as practicable after the sixtieth day preceding the due date of any such Sinking Fund Installment, the,Trustee shall proceed to call for redemption, by giving notice as provided in Section 4.05 hereof, on such due date Bonds of the Series and maturity for which such Sinking Fund Installment was established (except in the case of Bonds maturing on a Sinking Fund Installment Date) in such amount as shall be necessary to complete the retirement of such Sinking Fund Installment; provided that for this purpose the principal amount of Bonds of such Series and maturity delivered by the Corporation to the Trustee for cancellation not less than 60 days prior to such due date, as provided in subsection (c) of this Section, shall be credited against the amount of such Sinking Fund Installment. 4833-7920-8961.4 3 7 Trustee, the Corporation and the Controlling Party. (c) Notwithstanding anything contained in Section 5.05(a) herein to the contrary, to the extent any amounts are paid by the City (other than for deposit in the City Appropriation Fund) or any Person other than the Corporation to the Trustee, any monies received by the Trustee from any source that are identified as payment to the Trustee relating to items paid from amounts received by the Trustee from the City or such other Person, as aforesaid, shall be paid by the Trustee to the City or such other Person, as the case may be. 4833-7920-8961.4 3 5 nstruct the Depository Bank to transfer to the 4833-7920-8961.4 31 e Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (c) Upon any purchase pursuant to subsection (d) of this Section, or any redemption pursuant to any redemption provision, other than a mandatory or anticipated sinking fund redemption provision, of this Indenture or any Supplemental Indenture, of Bonds of any Series and maturity for which Sinking Fund Installments have been established, the principal amount or Accreted Value of such Bonds so purchased or redeemed shall be credited toward the next Sinking Fund Installment or Installments. (d) The Trustee shall, at any time at the direction of the Corporation, apply amounts available in the appropriate Account of the Debt Service Fund pursuant. to Section 4.03(d) herein for application against the payment of any Principal Installments for purchase of Bonds of any Series and maturity for which such Sinking Fund Installments has been established. (e) Except as otherwise provided in Section 5.06 hereof, amounts in the First Tier Debt Service Account and the Second Tier Debt Service Account of the Debt Service Fund shall be applied only to the payment of Debt Service on the Bonds of the same designation, in each case in the manner and at the times provided in subsections (a), (b), (c), and (d) of this Section. If any amounts remain on deposit in a Debt Service Account for Bonds of a Tier which are no longer Outstanding, such amounts shall be transferred to the Available Revenue Fund. Section 5.08. First Tier Debt Service Reserve Fund. (a) The Trustee shall apply amounts from the First Tier Debt Service Reserve Fund to the extent necessary to make good the deficiency in the First Tier Debt Service Account pursuant to Section 5.06(a)hereof. (b) Except as provided in subsection (e) of this Section, and subject to the provisions of Section 6.03 hereof relating to the application of interest earnings, if on the last Business Day of any month the amount on deposit in the First Tier Debt Service Reserve Fund shall exceed the First Tier Reserve Fund Requirement, such excess shall be applied to the reimbursement of each drawing on a Financial Guaranty (to the extent not reimbursed upon the reinstatement of such Financial Guaranty pursuant to subsection (e) of this Section) and to the payment of interest or other amounts due with respect to a Financial Guaranty and any remaining moneys shall be deposited in the First Tier Debt Service Account and applied to Debt Service on the principal of the First Tier Bonds. (c) When the amount in the First Tier Debt Service Reserve Fund, together with the amounts in the First Tier Debt Service Account, amounts in the Sinking Fund, amounts in the Operating Reserve Fund in excess of$1,000,000 and amounts in excess of the Minimum Cash Trap Fund Amount in the Cash Trap Fund (or all amounts in the Cash Trap Fund if no Second Tier Bonds are then Outstanding), is sufficient to fully pay all Outstanding First Tier Bonds in accordance with their terms (including principal or Redemption Price and interest), the amount on deposit in the First Tier Debt Service Reserve Fund, together with the amount on deposit in the First Tier Debt Service Account, amounts in the Sinking Fund, amounts in the Operating Reserve Fund in excess of $1,000,000 and amounts in excess of the Minimum Cash Trap Fund Amount in the 4833-7920-8961.4 3 8 received by the Trustee from any source that are identified as payment to the Trustee relating to items paid from amounts received by the Trustee from the City or such other Person, as aforesaid, shall be paid by the Trustee to the City or such other Person, as the case may be. 4833-7920-8961.4 3 5 nstruct the Depository Bank to transfer to the 4833-7920-8961.4 31 e Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Cash Trap Fund (or all amounts in the Cash Trap Fund if no Second Tier Bonds are then Outstanding) may, at the direction of the Corporation, be applied to pay the principal and Redemption Price of and interest on all Outstanding First Tier Bonds. (d) In the event of the refunding of one or more Series of First Tier Bonds (or portions thereof), the Trustee shall, upon the written direction of an Authorized Corporation Representative, withdraw from the First Tier Debt Service Reserve Fund any or all of the amounts on deposit therein with respect to the First Tier Bonds being refunded and deposit such amounts with itself as Trustee to be held for the payment of the principal or Redemption Price, if any, of, and interest on, the First Tier Bonds (or portions thereof)being refunded; provided that such withdrawal shall not be made unless: (i) immediately thereafter the First Tier Bonds (or portions thereof) being refunded shall be deemed to have been paid pursuant to Section 8.02 hereof, and (ii) the amount remaining in the First Tier Debt Service Reserve Fund after such withdrawal, taking into account any deposits to be made in the First Tier Debt Service Reserve Fund in connection with such refunding, shall not be less than the First Tier Reserve Fund Requirement. (e) In lieu of or in addition to the deposits and transfers to the First Tier Debt Service Reserve Fund required by this`Indenture, the Corporation may cause to be deposited in the First Tier Debt Service Reserve Fund a Financial Guaranty in an amount equal to the difference between the First Tier Reserve Fund Requirement and the sums, if any, then on deposit in such Fund or being deposited in such Fund concurrently with such Financial Guaranty or Guaranties. The Trustee shall draw upon or otherwise take such action as is necessary in accordance with the terms of the Financial Guaranties to receive payments with respect to the Financial Guaranties (including the giving of notice as required thereunder): (i) on any date on which moneys will be required to be withdrawn from the First Tier Debt Service Reserve Fund and applied to the payment of principal or Redemption Price of, or interest on, any Bonds and such withdrawal cannot be met by amounts on deposit in the First Tier Debt Service Reserve Fund; and i (ii) on the first Business Day which is at least 30 days prior to the expiration date of each Financial Guaranty, in an amount equal to the deficiency which would exist in the First Tier Debt Service Reserve Fund if the Financial Guaranty expired, unless a substitute Financial Guaranty with an expiration date not earlier than one year after the expiration date of the expiring Financial Guaranty is acquired prior to such date or the Corporation deposits funds in the First Tier Debt Service Reserve Fund on or before such date such that the amount in the First Tier Debt Service Reserve Fund on such date (without regard to such expiring Financial Guaranty) is at least equal to the First Tier Reserve Fund Requirement. 4833-7920-8961.4 3 9 the amount on deposit in the First Tier Debt Service Account, amounts in the Sinking Fund, amounts in the Operating Reserve Fund in excess of $1,000,000 and amounts in excess of the Minimum Cash Trap Fund Amount in the 4833-7920-8961.4 3 8 received by the Trustee from any source that are identified as payment to the Trustee relating to items paid from amounts received by the Trustee from the City or such other Person, as aforesaid, shall be paid by the Trustee to the City or such other Person, as the case may be. 4833-7920-8961.4 3 5 nstruct the Depository Bank to transfer to the 4833-7920-8961.4 31 e Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. If at any time a Financial Guaranty is delivered pursuant to this subsection (e) there shall be any amount in the First Tier Debt Service Reserve Fund in excess of the First Tier Reserve Fund Requirement, such excess amount may be applied to the cost of acquiring such Financial Guaranty and, to the extent not so applied, shall be applied as directed in writing by an Authorized Corporation Representative together with an opinion of Bond Counsel to the effect that such application will not cause the interest on any of the Bonds to become includible in gross income of the holders thereof for federal income tax purposes or, in the absence of such direction and opinion, shall be transferred to the First Tier Debt Service Account and applied to the purchase (if so directed in writing by an Authorized Corporation Representative) or redemption of First Tier Bonds. If a disbursement is made pursuant to a Financial Guaranty, the Corporation shall be obligated either: (A) to reinstate the maximum limits of such Financial Guaranty, or (B) to deposit into the First Tier Debt Service Reserve Fund, in accordance with Section 5.05(a) Sixth hereof, funds in the amount of the disbursement made under such Financial Guaranty, or a combination of such alternatives, as shall provide that the amount in the First Tier Debt Service Reserve Fund equals the First Tier Reserve Fund Requirement; provided, however, that to the extent a Financial Guaranty will be reinstated so that the amount in the First Tier Debt Service Reserve Fund (including Financial Guaranties) shall equal the First Tier Reserve Fund Requirement, amounts in the First Tier Debt Service Reserve Fund shall be applied to the reimbursement of drawings under a Financial Guaranty. Section 5.09. Operating Reserve Fund. (a) The Trustee shall apply amounts on deposit in the Operating Reserve Fund to the extent necessary to make good the deficiency in the First Tier Debt Service Account pursuant to Section 5.06(a)hereof. (b) Amounts in excess of$1,000,000 in the Operating Reserve Fund, together with amounts available for such purpose in the Funds and Accounts as set forth in Section 5.08(c) herein, may, at the direction of the Corporation, be applied to pay the , principal and Redemption Price of and interest on all Outstanding First Tier Bonds in the manner as set forth in Section 5.08(c)hereof. (c) If the amount on deposit in the Operating Reserve Fund exceeds the Operating Reserve Requirement, amounts in excess of the Operating Reserve Requirement shall be deposited into the Available Revenue Fund. (d) Unless the Management Agreement has been terminated, pursuant to the Cash Management Agreement, moneys in the Operating Reserve Fund shall be applied to the payment of Operating Expenses, Capital Expenses, other expenses and items specifically provided for in the Management Agreement and/or any other expenses 4833-7920-8961.4 40 Requirement. 4833-7920-8961.4 3 9 the amount on deposit in the First Tier Debt Service Account, amounts in the Sinking Fund, amounts in the Operating Reserve Fund in excess of $1,000,000 and amounts in excess of the Minimum Cash Trap Fund Amount in the 4833-7920-8961.4 3 8 received by the Trustee from any source that are identified as payment to the Trustee relating to items paid from amounts received by the Trustee from the City or such other Person, as aforesaid, shall be paid by the Trustee to the City or such other Person, as the case may be. 4833-7920-8961.4 3 5 nstruct the Depository Bank to transfer to the 4833-7920-8961.4 31 e Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. which, if unbudgeted, shall be approved in writing by the Manager, the Corporation, and the Asset Manager, at any time during which such expenses exceed Gross Operating Revenue for such month plus the amount otherwise available in the Lockbox Fund, the Renewal and Replacement Fund and the Cash Trap Fund to pay such expenses (to the extent amounts in such Funds are authorized to be used for such expenses), upon receipt by the Trustee of a Request of the Manager substantially in the form of Exhibit H hereto; provided however that if payment of such Operating Expense or Capital Expense would require the consent of the Corporation under the Management Agreement or the Cash Management Agreement, such Request shall be conditioned upon written approval by the Corporation. In addition, the Trustee shall apply amounts on deposit in the Operating Reserve Fund for repair or replacement of the Project in the event of casualty damage or for the payment of amounts reasonably determined by the Manager as are required to be made to protect life, health or property from imminent danger or to comply with Legal Requirements, at any time during which such expenses exceed Gross Operating Revenue for such month plus the amount otherwise available in the Lockbox Fund, the Renewal and Replacement Fund and the Cash Trap Fund to pay such expenses (to the extent amounts in such Funds are authorized to be used for such expenses). For purposes of this Section, the Trustee may conclusively rely on a Request in substantially the form of Exhibit H, and need not conduct an independent investigation as to such matters. Section 5.10. Sinking Fund. (a) The Trustee shall apply amounts on deposit in the Sinking Fund to the extent necessary to make good the deficiency in the First Tier Debt Service Account pursuant to Section 5.06(a)hereof. (b) Amounts in the Sinking Fund, together with amounts available for such purpose in the Funds and Accounts as set forth in Section 5.08(c) herein, may, at the direction of the Corporation, be applied to pay the principal and Redemption Price of and interest on all Outstanding First Tier Bonds in the manner as set forth in Section 5.08(c) hereof. (c) The Trustee shall, at the written direction of an Authorized Corporation Representative, apply amounts from the Sinking Fund to redeem Series 2007 Bonds pursuant to Section 4.02(a)herein. (d) The Trustee shall, at the written direction of an Authorized Corporation Representative with the prior written consent of the Controlling Party, apply amounts from the Sinking Fund for any lawful purpose, including the payment of any junior lien obligations as set forth in Section 12.01 hereof. Section 5.11. Renewal and Replacement Fund. Pursuant to the Cash Management Agreement, unless an Event of Default (as defined in the Management Agreement) by the Manager has occurred and is continuing under the Management Agreement or the Management Agreement has been terminated, the Trustee shall make disbursements directed by a Request of the Manager in substantially the form attached to this Indenture as Exhibit I of funds deposited in the Renewal and Replacement Fund for the purpose of paying for (i)FF&E and Capital 4833-7920-8961.4 41 ounts in excess of the Minimum Cash Trap Fund Amount in the 4833-7920-8961.4 3 8 received by the Trustee from any source that are identified as payment to the Trustee relating to items paid from amounts received by the Trustee from the City or such other Person, as aforesaid, shall be paid by the Trustee to the City or such other Person, as the case may be. 4833-7920-8961.4 3 5 nstruct the Depository Bank to transfer to the 4833-7920-8961.4 31 e Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Expenses included in the Capital Budget, (ii) if funds are insufficient in the Cash Trap Fund to make such payment, amounts reasonably determined by the Manager to be required to be made to protect life, health or property from imminent danger or to comply with Legal Requirements and (iii)FF&E and Capital Expenses not included in the Capital Budget with the prior written consent of the Asset Manager and the Corporation. If an Event of Default (as defined in the Management Agreement) by the Manager has occurred and is continuing under the Management Agreement, the Trustee shall make disbursements as directed by a Request of the Manager (and consented to by the Corporation and Asset Manager in writing) in substantially the form attached to this Indenture as Exhibit I for the purposes and in the manner described in the immediately preceding sentence; provided that the Manager shall provide a weekly report summarizing all amounts paid out of the Renewal and Replacement Fund during each week to the Trustee, the Corporation and the Controlling Party. For purposes of this Section, the Trustee may conclusively rely on a written Request delivered in accordance with this Section, and need not conduct an independent investigation as to such matters. Section 5.12. Taxes and Insurance Fund. Unless the Management Agreement has been terminated, pursuant to the Cash Management Agreement, moneys in the Taxes and Insurance Fund shall be paid out from time to time by the Trustee to pay all Taxes (including, but not limited to personal property taxes) and insurance premiums that become due and payable with respect to the ownership and operation of the Project, as directed by a Request of the Manager, or if none, the Corporation, in substantially the form set forth in Exhibit J attached hereto. For purposes of this Section, the Trustee may conclusively rely on a written Request delivered in accordance with this Section, and need not conduct an independent investigation as to such matters. Section 5.13. Cash Trap Fund. (a) The Trustee shall apply amounts from the Cash Trap Fund to the extent necessary to make good the deficiency in the First Tier Debt Service Account pursuant to Section 5.06(a)hereof. (b) The Trustee shall apply amounts from the Cash Trap Fund to the extent necessary to make good the deficiency in the Second Tier Debt Service Account pursuant to Section 5.06(b)hereof. (c) If an Event of Default is not then in existence and the amounts on deposit in the Funds and Accounts set forth in Section 5.05(a) First through Ninth are then equal to the amounts required to be on deposit therein,the Corporation may, by written Request in substantially the form attached as Exhibit K, direct the Trustee, with respect to amounts in the Cash Trap Fund in excess of the Minimum Cash Trap Fund Amount, to pay any unpaid expenses or obligations incurred with respect to the Project or any unpaid expenses or obligations owed by the Corporation to third parties which are not otherwise payable as Administrative Expenses, including without limitation any amounts the Corporation is obligated to pay under the Management Agreement or any expenses or obligations which the Management Agreement provides will be paid out of the Cash Trap Fund. Unless the Management Agreement has been terminated, pursuant to the Management Agreement and the Cash Management Agreement, the Trustee shall apply 4833-7920-8961.4 42 g to items paid from amounts received by the Trustee from the City or such other Person, as aforesaid, shall be paid by the Trustee to the City or such other Person, as the case may be. 4833-7920-8961.4 3 5 nstruct the Depository Bank to transfer to the 4833-7920-8961.4 31 e Redemption Price of the specified portions of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. moneys on deposit in the Cash Trap Fund as directed by a Request of the Manager in substantially the form attached hereto as Exhibit K (i) to pay amounts reasonably determined by the Manager to be required to be made to protect life, health or property from imminent danger or to comply with Legal Requirements and (ii) at least three Business Days after such Request to pay Operating Expenses, Capital Expenses within the Capital Budget, taxes and costs of insurance, or any other expenses and items Requested by the Manager with prior written notice to the Corporation and the Asset Manager, at any time during which such Operating Expenses, Capital Expenses or other expenses and items exceed Gross Operating Revenues for such month plus the amount otherwise available in the Lockbox Fund and the Renewal and Replacement Fund (to the extent amounts in such Funds are authorized to be used for such expenses and items); provided however, that if the payment of such Operating Expenses, Capital Expenses or other expenses and items is not authorized under the Management Agreement or requires the consent or approval of the Corporation under the Management Agreement or the Cash Management Agreement, such Request shall be conditioned upon approval by the Corporation and the Asset Manager. If an Event of Default is not then in existence and the amounts on deposit in the Funds and Accounts set forth in Section 5.05(a) First through Ninth are then equal to the amounts required to be on deposit therein, the Corporation may, by written Request in substantially the form attached as Exhibit K, direct the Trustee to pay from amounts on deposit in the Cash Trap Fund any unpaid expenses or obligations incurred with respect to the Project or any unpaid expenses or obligations owed by the Corporation to third parties which are not otherwise payable as Administrative Expenses. For purposes of this Section, the Trustee may conclusively rely on a written Request delivered in accordance with this Section, and need not conduct an independent investigation as to such matters. (d) Amounts in excess of the Minimum Cash Trap Fund Amount in the Cash Trap Fund (or all amounts in the Cash Trap Fund if no Second ,Tier Bonds are then Outstanding), together with amounts available for such purpose in the Funds and Accounts as set forth in Section 5.08(c) herein, may, at the direction of the Corporation, be applied to pay the principal and Redemption Price of and interest on all Outstanding First Tier Bonds in the manner as set forth in Section 5.08(c)hereof (e) Amounts on deposit in the Cash Trap Fund in excess of the Cash Trap Fund Requirement shall be deposited into the Available Revenue Fund. Section 5.14. Rebate Fund. Moneys shall be deposited into the Rebate Fund pursuant to Section 5.05 hereof in the amount required pursuant to the Tax Certificate delivered in connection with the issuance of the Series 2002 Bonds and the Series 2007 Bonds, and pursuant to any similar instrument or certificate delivered by the Corporation in connection with the issuance of any Additional Bonds (for purposes of this Section 5.14, each, a "Tax Certificate," and collectively, the "Tax Certificates"). Notwithstanding any other provision hereof or of any other instrument, moneys on deposit in the Rebate Fund shall not be part of the Trust Estate and, except as otherwise provided in this Section, moneys on deposit in the Rebate Fund shall be used solely for the purpose of paying amounts due to the United States of America with respect to the Bonds pursuant to Section 148(f) of the Code. Moneys on deposit in the Rebate Fund shall be forwarded to the United States Treasury at the times and in the amounts set forth in the Tax 4833-7920-8961.4 43 ons of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Certificates. If the moneys on deposit in the Rebate Fund are insufficient for the purpose thereof, the Corporation shall direct the Trustee to transfer moneys in the amount of the insufficiency to the Rebate Fund from any amounts in any of the Funds and Accounts in excess of the amount necessary to be on deposit therein and otherwise from amounts then on deposit in the Funds and Accounts described in Section 5.06(a)First through Ninth in such order of priority; provided that such transfer shall not be made from amounts on deposit in the Taxes and Insurance Fund, the Renewal and Replacement Fund, or the Operating Reserve Fund (but only if such transfer would result in the remaining balance in the Operating Reserve Fund being less than $1,000,000) without the prior written consent of the Manager, or any Debt Service Account if such transfer would result in a shortfall in the amount on deposit therein to pay Debt Service on any Bonds then due. Upon receipt by the Corporation of an opinion of Bond Counsel or a certificate of a Rebate Analyst to the effect that the amount in the Rebate Fund is in excess of the amount required to be contained therein, such excess shall be transferred to the Available Revenue Fund. Section 5.15. Administrative Fee Fund. There shall be deposited in the Administrative Fee Fund, such amounts as are required to pay the Administrative Expenses related to the administration of the Bonds and the Project, including specifically, but without limitation, fees and expenses of any Consultant after the Opening Date, fees and expenses of the Asset Manager and the expenses of the Corporation. Upon the written requisition of an Authorized Corporation Representative, amounts deposited in the Administrative Fee Fund are to be withdrawn for payment for the Administrative Expenses of the Bonds then due and owing or to reimburse the Corporation for the payments of any Administrative Expenses previously paid by the Corporation; provided that the Trustee may debit its semi-annual fee only which is then due and owing directly against the amount on deposit in the Administrative Fee Fund without the need for such requisition. Section 5.16. [RESERVED]. Section 5.17. City Appropriation Fund. (a) The Trustee shall apply amounts from the City Appropriation Fund to the extent necessary to make good the deficiency of the amount in the First Tier Debt Service Account to pay Debt Service on the Series 2007 Bonds pursuant to Section 5.06(a) hereof. The Trustee shall provide written notice to the Corporation and the City within five (5)Business Days of any withdrawal from the City Appropriation Fund. (b) The Trustee shall deposit in the City Appropriation Fund all ,amounts appropriated by the City for deposit therein. (c) All investment earnings on amounts on deposit in the City Appropriation Fund shall be transferred to the City on the first Business Day of each February and August. (d) If there are no Series 2007 Bonds Outstanding, the Trustee shall transfer to the City all amounts then on deposit in the City Appropriation Fund. Section 5.18. [RESERVED]. 4833-7920-8961.4 44 onal Bonds (for purposes of this Section 5.14, each, a "Tax Certificate," and collectively, the "Tax Certificates"). Notwithstanding any other provision hereof or of any other instrument, moneys on deposit in the Rebate Fund shall not be part of the Trust Estate and, except as otherwise provided in this Section, moneys on deposit in the Rebate Fund shall be used solely for the purpose of paying amounts due to the United States of America with respect to the Bonds pursuant to Section 148(f) of the Code. Moneys on deposit in the Rebate Fund shall be forwarded to the United States Treasury at the times and in the amounts set forth in the Tax 4833-7920-8961.4 43 ons of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Section 5.19. [RESERVED]. Section 5.20. Insurance and Condemnation Proceeds Fund. (a) The proceeds of insurance with respect to the Project maintained or caused to be maintained by the Corporation against loss or damage by fire, lightning, and all other risks covered by the extended coverage insurance endorsement, as required pursuant to Section 7.23 hereof, the proceeds of any title insurance with respect to the Project obtained pursuant to this Indenture, the proceeds of the Performance and Payment Bond, the Guaranty or any other performance and payment bond or guaranty with respect to the Project, and the proceeds of any Taking with respect to the Project, shall be deposited immediately upon receipt by the Trustee, as assignee of the Corporation, in the Insurance and Condemnation Proceeds Fund; provided however, that if such amount is less than $50,000, then subject to Section 7.26 hereof such amount shall be distributed immediately to or at the direction of the Corporation which amount shall be applied to the cost of the repair or replacement of the property damaged, destroyed or taken. After deducting therefrom the reasonable charges and expenses of the Trustee in connection with the collection and disbursement of such moneys, moneys in the Insurance and Condemnation Proceeds Fund shall be disbursed or applied by the Trustee in accordance with and subject to Section 7.26 of this Indenture and in compliance with the procedures for Disbursements from the Project Account to the extent such procedures are applicable. (b) If pursuant to Section 7.26 of this Indenture, Available Amounts (as such term is defined in Section 7.26(a) hereof) are not to be applied to repair or replace the property damaged, destroyed or taken, the Trustee, upon request of the Corporation, shall transfer all amounts in the Insurance and Condemnation Proceeds Fund on account of such damage, destruction or condemnation to the First Tier Debt Service Account in order to redeem the First Tier Bonds; and only to the extent of excess proceeds after all the First Tier Bonds are redeemed, to redeem Second Tier Bonds; and only to the extent of excess proceeds after all First Tier Bonds and Second Tier Bonds are redeemed, to repay all City Obligations then due. (c) After completion of the repairs or replacement of the property damaged, destroyed or taken, and all costs associated therewith have been paid, any amounts remaining in the Insurance and Condemnation Proceeds Fund shall be deposited into the Available Revenue Fund and deposited into the various Funds on the first Business Day of the next month in the manner set forth in Section 5.05 herein. (d) Notwithstanding Section 5.20(a) hereof, the proceeds of business interruption insurance maintained pursuant to Section 7.23(b)(ii) hereof shall be deposited by the Trustee when and as received in a segregated account (the "Business Interruption Account") within the Insurance and Condemnation Proceeds Fund, which Account shall be established by the Trustee upon receipt of notice that the carrier of such insurance will be paying claims thereon to the Trustee. The Trustee shall hold the Business Interruption Account in trust under this Indenture separate and apart from any other Funds and Accounts. Amounts deposited in the Business Interruption Account shall be immediately transferred in the following order of priority: 4833-7920-8961.4 45 purpose of paying amounts due to the United States of America with respect to the Bonds pursuant to Section 148(f) of the Code. Moneys on deposit in the Rebate Fund shall be forwarded to the United States Treasury at the times and in the amounts set forth in the Tax 4833-7920-8961.4 43 ons of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. • (i) to the First Tier Debt Service Account, an amount for payment of debt service on the First Tier Bonds when due; (ii) to the Second Tier Debt Service Account, an amount for payment of debt service on the Second Tier Bonds when due; (iii) to the Lockbox Fund, an amount for payment of Operating Expenses (including the Management Fee and Eligible Employee Bonus Pool to the extent covered by such business interruption insurance)when due; (iv) to the Taxes and Insurance Fund, an amount for payment of Taxes or insurance premiums when due with respect to the ownership and operation of the Project; (v) to the Administrative Fee Fund, an amount for payment of Administrative Expenses when due; and (vi) to the Lockbox Fund, the balance, if any, for application by the Trustee as provided in this Article V. Notwithstanding the foregoing, amounts required to be transferred pursuant to this Section 5.20(d) hereof shall be reduced to the extent the insurance carrier has directly paid business interruption insurance proceeds to parties other than the Trustee, which _ reduction shall be allocated in any manner deemed fair and appropriate by the Trustee. The Trustee shall be entitled to rely on a Certificate of the Corporation in making the transfers set forth in this Section 5.20(d). (e) Notwithstanding anything herein to the contrary, amounts on deposit in the Workers' Compensation Account of the Insurance and Condemnation Proceeds Fund shall be paid by the Trustee upon Request of the Corporation for payment of workers' compensation claims related to the construction of the Project. After all such workers' compensation claims have been paid, any amounts remaining in the Workers' Compensation Account of the Insurance and Condemnation Proceeds Fund shall be deposited into the First Tier Debt Service Account of the Debt Service Fund to be applied to pay interest on the First Tier Bonds becoming due and payable on the next Interest Payment Date. (f) Notwithstanding anything herein to the contrary, if proceeds of insurance relate to any loss or damage to any property not constituting the Project, such proceeds shall be disbursed directly to the Persons legally entitled to such insurance proceeds. Section 5.21. Right of Access to Funds by Manager and Corporation. (a) Notwithstanding anything contained in this Indenture to the contrary, so long as the Management Agreement has not expired or terminated, the Manager is entitled to submit Requests and receive funds as described elsewhere in this Article V for the purposes and in the manner described therein notwithstanding any Event of Default (as defined in this Indenture), the breach of any provision of this Indenture or the 4833- 2 -79 0 8961.4 46 reof shall be deposited by the Trustee when and as received in a segregated account (the "Business Interruption Account") within the Insurance and Condemnation Proceeds Fund, which Account shall be established by the Trustee upon receipt of notice that the carrier of such insurance will be paying claims thereon to the Trustee. The Trustee shall hold the Business Interruption Account in trust under this Indenture separate and apart from any other Funds and Accounts. Amounts deposited in the Business Interruption Account shall be immediately transferred in the following order of priority: 4833-7920-8961.4 45 purpose of paying amounts due to the United States of America with respect to the Bonds pursuant to Section 148(f) of the Code. Moneys on deposit in the Rebate Fund shall be forwarded to the United States Treasury at the times and in the amounts set forth in the Tax 4833-7920-8961.4 43 ons of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. occurrence of any event or condition which with the giving of notice, the passage of time or both would constitute an Event of Default (as defined in this Indenture). (b) If the Management Agreement has expired or terminated and a new Management Agreement has not been entered into, until a replacement Manager has entered into a Management Agreement with the Corporation, the Corporation shall be entitled to submit Requests and receive funds as described elsewhere in this Article V as if the Corporation was the Manager. ARTICLE VI MONEYS HELD IN TRUST, SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 6.01. Moneys Held in Trust. All moneys held by the Trustee under the provisions of this Indenture shall be deposited with the Trustee, and held in the name of the Trustee, in such capacity hereunder. All moneys deposited under the provisions of this Indenture with the Trustee shall be held in trust and applied only in accordance with the provisions of this Indenture and the Cash Management Agreement and each of the Funds and Accounts established by this Indenture shall be a trust fund for the purpose of this Indenture subject to application thereof as set forth herein and in the Cash Management Agreement. Section 6.02. Deposits and Transfers. (a) All moneys held by the Trustee under this Indenture may be placed on demand or time deposit, if and as directed by the Corporation or, with respect to amounts on deposit in the City Appropriation Fund, as directed by the City in Investment Securities, provided that such deposits shall permit the moneys so held to be available for use at the time when needed. (b) All moneys held under this Indenture by the Trustee (other than moneys held in the Rebate Fund) shall be held in trust for the benefit of the Corporation and the Registered Owners of the Bonds and, to the extent available to the Manager under this Indenture and the Cash Management Agreement, respectively, the Manager. (c) All moneys deposited with the Trustee shall be credited to the particular Fund or Account to which such moneys belong. , (d) Except as otherwise provided by Supplemental Indenture, any transfer required to be made from one Fund or Account to another Fund or Account held by the same Person may be made by book transfer of any moneys or investments or portions of investments without liquidating any investments in order to make such transfer unless the funds required to be transferred are needed to make payments out of the Fund or Account to which such funds were transferred at the time of transfer. Investments may also be exchanged between Funds and Accounts if the Corporation and the Trustee determine such transfer to be the best way to preserve the Trust Estate. 4833-7920-8961.4 47 4833- 2 -79 0 8961.4 46 reof shall be deposited by the Trustee when and as received in a segregated account (the "Business Interruption Account") within the Insurance and Condemnation Proceeds Fund, which Account shall be established by the Trustee upon receipt of notice that the carrier of such insurance will be paying claims thereon to the Trustee. The Trustee shall hold the Business Interruption Account in trust under this Indenture separate and apart from any other Funds and Accounts. Amounts deposited in the Business Interruption Account shall be immediately transferred in the following order of priority: 4833-7920-8961.4 45 purpose of paying amounts due to the United States of America with respect to the Bonds pursuant to Section 148(f) of the Code. Moneys on deposit in the Rebate Fund shall be forwarded to the United States Treasury at the times and in the amounts set forth in the Tax 4833-7920-8961.4 43 ons of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Section 6.03. Investment of Funds. (a) Investments shall be made in accordance with applicable law. Moneys held in any Fund or Account to be held by the Trustee shall be invested and reinvested by the Trustee as promptly as practicable, in accordance with a Letter of Instructions of the Corporation, or a designee of the Corporation, in Investment Securities; provided that investments of moneys on deposit in the First Tier Debt Service Reserve Fund shall be invested solely in Investment Securities described in clause (a) of the definition thereof which mature in two years or less, and/or in Investment Securities described in clauses (i), (1) and (m) of the definition thereof; and provided further that investments of moneys on deposit in the City Appropriation Fund shall be invested and reinvested by the Trustee in accordance with a Letter of Instruction of the City in Investment Securities. If the Trustee fails to receive such directions at least one Business Day before the day on which any amounts are required to be invested, the Trustee shall invest such amounts in an Investment Security described in clause (f) of the definition thereof. Notwithstanding anything herein to the contrary, Investment Securities in all Funds and Accounts shall mature, or the principal of and accrued interest on such Investment Securities shall be available for withdrawal without penalty, not later than such times as shall be necessary to provide moneys when needed for payment to be made from such Funds and Accounts. The Trustee shall not be responsible for determining whether or not any Investment Securities are legal investments under the laws of the State. The Trustee shall not be responsible for any loss in any investment in any Fund or Account. (b) Except as otherwise provided in this subsection or by Supplemental Indenture, interest earned or profits realized from investing any moneys deposited in the Funds and Accounts or any subaccount thereof shall be transferred to the Available Revenue Fund and applied pursuant to subsection (a) of Section 5.05 hereof Notwithstanding the foregoing: (i) interest and profits from the Rebate Fund shall be retained in such Fund; (ii) interest and profits from the First Tier Debt Service Reserve Fund, shall be deposited into the First Tier Debt Service Account; (iii) interest and profits from the Second Tier Debt Service Reserve Fund shall be deposited into the Second Tier Debt Service Account unless otherwise provided by Supplemental Indenture; (iv) interest and profits from the Renewal and Replacement Fund shall be retained in such Fund; (v) interest and profits from the Operating Reserve Fund shall be retained in such Fund to the extent the amount then on deposit in such Fund is less than the Operating Reserve Requirement; and (vi) interest and profits .from the City Appropriation Fund shall be transferred to the City on the first Business Day of each February and August. 4833-7920-8961.4 48 ed by the Trustee upon receipt of notice that the carrier of such insurance will be paying claims thereon to the Trustee. The Trustee shall hold the Business Interruption Account in trust under this Indenture separate and apart from any other Funds and Accounts. Amounts deposited in the Business Interruption Account shall be immediately transferred in the following order of priority: 4833-7920-8961.4 45 purpose of paying amounts due to the United States of America with respect to the Bonds pursuant to Section 148(f) of the Code. Moneys on deposit in the Rebate Fund shall be forwarded to the United States Treasury at the times and in the amounts set forth in the Tax 4833-7920-8961.4 43 ons of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Section 6.04. Valuation and Sale of Investments. (a) Investment Securities acquired as an investment of moneys in any Fund or Account created under the provisions of this Indenture shall be at all times a part of such Fund or Account and any profit or loss realized from the liquidation of such investment shall be applied as provided in subsection (b) of Section 6.03 hereof (b) For the purpose of determining the amount in any Fund, all Investment Securities credited to such Fund shall be valued at fair market value. The Trustee shall determine the fair market value based on accepted industry standards and from accepted industry providers. Accepted industry providers shall include but are not limited to pricing services provided by Piper Jaffray & Co., Financial Times Interactive Data Corporation, Merrill Lynch, Citigroup, Bear Stearns or Lehman Brothers. As to certificates of deposit and bankers' acceptances, such Investment Securities shall be valued at the face amount thereof, plus accrued interest thereon. As to anyinvestment not specified above, such Investment Securities shall be valued at the value thereof established by prior agreement among the Corporation, the Trustee and the Bond Insurer. (c) Except as otherwise provided in this Indenture, the Trustee shall sell, or present for redemption, any Investment Security so purchased as an investment whenever it shall be requested in writing by an Authorized Corporation Representative to do so or whenever it shall be necessary in order to provide moneys to meet any payment or transfer from any Fund or Account held by it. The Trustee shall not be liable or responsible for any loss resulting from any such sale. ARTICLE VII PARTICULAR COVENANTS AND REPRESENTATIONS OF THE CORPORATION Section 7.01. Payment of Bonds. The Corporation shall duly and punctually pay or cause to be paid, but solely from the Trust Estate pledged therefor by this Indenture, the principal and Redemption Price of and interest on the Bonds, at the date and places and in the manner mentioned in the Bonds, according to the true intent and meaning thereof Section 7.02. Acquisition, Installation and Construction of the Project. The Project has been acquired, constructed and installed in accordance with the terms of the Original Indenture. To the extent the proceeds of any Additional Bonds or Insurance Proceeds are to be applied by the Corporation for any additional improvements to the structure of the Project, the Trustee and the Corporation shall establish provisions related to such additional improvements pursuant to the terms of a Supplemental Indenture as approved by Manager, which approval shall not be unreasonably delayed, withheld or conditioned. Section 7.03. [RESERVED]. Section 7.04. Money for Bond Payments to be Held in Trust. (a) On or before each Interest Payment Date of the principal and Redemption Price of or interest on any Bonds, the Corporation shall deposit with the Trustee a sum 4833-7920-8961.4 49 ry and August. 4833-7920-8961.4 48 ed by the Trustee upon receipt of notice that the carrier of such insurance will be paying claims thereon to the Trustee. The Trustee shall hold the Business Interruption Account in trust under this Indenture separate and apart from any other Funds and Accounts. Amounts deposited in the Business Interruption Account shall be immediately transferred in the following order of priority: 4833-7920-8961.4 45 purpose of paying amounts due to the United States of America with respect to the Bonds pursuant to Section 148(f) of the Code. Moneys on deposit in the Rebate Fund shall be forwarded to the United States Treasury at the times and in the amounts set forth in the Tax 4833-7920-8961.4 43 ons of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. sufficient to pay the principal, Accreted Value and Redemption Price of or interest on the Bonds so due and payable, such sum to be held in trust for the benefit of the Registered Owners of the Bonds entitled to such principal, Redemption Price or interest. (b) The Trustee shall serve as paying agent for the Bonds. As paying agent, the Trustee agrees, subject to the provisions of this Section, that as paying agent it will: (i) hold all sums held by it for the payment of principal, Accreted Value and Redemption Price, or interest on, Bonds in trust for the benefit of the Registered Owners of the Bonds entitled thereto, until such sums shall be paid to such Registered Owners of the Bonds, or otherwise disposed of as herein provided; and (ii) give the Corporation notice of any default in the making of any such payment of principal, Accreted Value, Redemption Price, or interest. Section 7.05. Power to Enter Into Indenture, Issue Bonds and Pledge Trust Estate. The Corporation is duly authorized under all applicable laws to create and issue the Bonds, to enter into this Indenture, and to pledge the Trust Estate pledged by this Indenture in the manner and to the extent provided in this Indenture and no other authorization or consent is required thereof. The Trust Estate so pledged is and will be free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto except the pledge granted by this Indenture to the extent provided in this Indenture and all action on the part of the Corporation to that end has been and will be duly and validly taken. This Indenture has been duly and lawfully entered into by the Corporation, is in full force and effect and is valid and binding upon the Corporation and enforceable in accordance with its terms subject only to the laws relating to bankruptcy, creditors' rights and principles of governmental law and equity. The Bonds and the provisions of this Indenture are and will be the valid and legally enforceable obligations of the Corporation in accordance with their terms and the terms of this Indenture subject only to the laws relating to bankruptcy, creditors' rights and principles of governmental law and equity. The Corporation shall at all times, to the extent permitted by law, defend, preserve and protect its title to the Trust Estate, the pledge of the Trust Estate under this Indenture and all the rights of the Registered Owners under this Indenture against all claims and demands of all persons whomsoever. Section 7.06. Maintenance of Corporate Existence of the Corporation; Consolidation, Merger, Sale or Transfer of Assets Under Certain Conditions. The Corporation covenant§ and agrees that, so long as any Bonds are Outstanding, it will maintain its existence as a Nebraska nonprofit corporation, and will not dissolve, sell or otherwise dispose of all or substantially all of its assets (unless all Bonds then Outstanding are redeemed, paid or defeased from the proceeds of such sale) nor consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it; provided that the Corporation may, without violating the covenants contained in this Section, consolidate with or merge into another corporation (and dissolve the Corporation in connection therewith), or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise transfer to another corporation such assets (and dissolve Corporation in connection therewith), if: (a) The surviving, resulting or transferee corporation, as the case may be: 4833-7920-8961.4 50 48(f) of the Code. Moneys on deposit in the Rebate Fund shall be forwarded to the United States Treasury at the times and in the amounts set forth in the Tax 4833-7920-8961.4 43 ons of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (i) qualifies as an instrumentality of the City for purposes of Section 115 of the Internal Revenue Code; (ii) assumes in writing, if such corporation is not the Corporation, all of the covenants, conditions and obligations of the Corporation and the performance thereof under this Indenture and all other Main Transaction Documents; (iii) will not be in default (after the expiration of all cure periods)under any provisions of this Indenture or any other Main Transaction Document; (iv) agrees in writing to the covenants of the Corporation set forth in this Indenture (including, without limitation, Section 7.13 hereof) and all other Main Transaction Documents; and (v) provides evidence satisfactory to Trustee that all Main Transaction Documents remain in full force and effect and binding on the parties, including such transferee, thereto, enforceable against them in accordance with their respective terms. (b) The Trustee shall have received an opinion of Bond Counsel to the effect that such merger, consolidation, sale or other transfer will not cause interest on the Bonds to be includible in gross income for federal income tax purposes under Section 103 of the Code. (c) The Controlling Party consents to such merger, consolidation, sale or other transfer. Section 7.07. Limitation on Encumbrances. The Corporation covenants and agrees that it will not directly or indirectly create, assume or suffer to exist any Mortgage, deed of trust, pledge, security interest, encumbrance, lien or charge of any kind(a"security interest")upon any of its property or assets or any revenues, income or profit therefrom, whether such property is now owned or hereafter acquired, other than (a) the Deed of Trust, (b) Permitted Encumbrances, or (c) to further secure the First Tier Bonds or the Second Tier Bonds; provided however that in the event a lien is filed against the Project or any portion thereof, the Corporation shall, within twenty (20) days after the filing thereof, (i) take such action as necessary to cause the lien to be removed from the Project, or (ii) provide a bond to indemnify against such lien in accordance with the requirements of the applicable Nebraska statute. In any event, the Corporation shall cause the removal of such lien prior to the foreclosure thereof. The Corporation covenants and agrees that it will not incur any indebtedness other than as permitted by the terms of this Indenture, or assume or guarantee any indebtedness of the City or any other entity. Section 7.08. [RESERVED]. Section 7.09. Design/Build Agreement. The Corporation shall diligently enforce its rights under the Design/Build Agreement, and ensure due performance by the Design/Builder of its obligations thereunder. The Trustee shall have the power, to enforce any right or remedy 4833-7920-8961.4 51 ly all of its assets (unless all Bonds then Outstanding are redeemed, paid or defeased from the proceeds of such sale) nor consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it; provided that the Corporation may, without violating the covenants contained in this Section, consolidate with or merge into another corporation (and dissolve the Corporation in connection therewith), or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise transfer to another corporation such assets (and dissolve Corporation in connection therewith), if: (a) The surviving, resulting or transferee corporation, as the case may be: 4833-7920-8961.4 50 48(f) of the Code. Moneys on deposit in the Rebate Fund shall be forwarded to the United States Treasury at the times and in the amounts set forth in the Tax 4833-7920-8961.4 43 ons of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. granted to the Corporation or to the Trustee and any obligation imposed on any other party as provided in the Design/Build Agreement. Section 7.10. Tax Covenant. (a) The Corporation covenants for the benefit of the Registered Owners of the Series 2002 Bonds and the Series 2007 Bonds that it will not take any action or omit to take any action with respect to the Series 2002 Bonds and the Series 2007 Bonds, the proceeds thereof, any other funds of the Corporation or any facilities financed or refinanced with the proceeds of the Series 2002 Bonds and the Series 2007 Bonds if such action or omission (i) would cause the interest on the Series 2002 Bonds or the Series 2007 Bonds to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Code; or (ii) would cause interest on the Series 2002 Bonds or the Series 2007 Bonds to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Code, except to the extent such interest is required to be included in the adjusted current earnings adjustment applicable to corporations under Section 56 of the Code in calculating corporate alternative minimum taxable income. In furtherance of this covenant, the Corporation agrees to comply with the procedures set forth in the Tax Certificates delivered by the Corporation in connection with the issuance of the Series 2002 Bonds and the Series 2007 Bonds and the provisions of any similar certificate or instrument delivered by the Corporation in connection with the issuance of Additional Bonds the interest on which is excluded from gross income for federal income tax purposes. The foregoing covenant shall remain in full force and effect notwithstanding the payment in full or defeasance of the Series 2002 Bonds and the Series 2007 Bonds until the date on which all obligations of the Corporation in fulfilling the above covenant under the Code have been met. (b) The Corporation covenants for the benefit of the Registered Owners of the Bonds that, if necessary, it will requisition amounts on deposit herein not otherwise required to pay Debt Service then due on any of the Bonds to make any payment to any Person for any reason if such payment will, in the opinion of Bond Counsel, prevent the interest on the Bonds from losing its exclusion from gross income for federal income tax purposes under Section 103 of the Code; provided, however, that the payment of such amount shall not deprive the Corporation from any rights it may have to pursue remedies arising from such payment against other Persons. Section 7.11. Limitation on,Disposition of Assets. With the exception of(a) changes in corporate ownership which are expressly permissible under Section 7.06 of this Indenture, (b) security interests permitted under Section 7.07 of this Indenture, (c) assets sold, leased or disposed of in the ordinary course of business not to exceed $3,000,000 in any Operating Year without the prior written consent of the Controlling Party, (d) the disposal of FF&E which is damaged, dilapidated or obsolete and replacement thereof with FF&E determined by the Manager to be of comparable quality, utility and value, or (e) a disposition of the Project which contemporaneously permits the defeasance of all of the Bonds, Corporation shall not cause or suffer to occur any sale, lease, pledge, encumbrance or other Transfer of(i) the Trust Estate or any interest therein or component part thereof, including without limitation, the Corporation's 4833-7920-8961.4 52 8961.4 50 48(f) of the Code. Moneys on deposit in the Rebate Fund shall be forwarded to the United States Treasury at the times and in the amounts set forth in the Tax 4833-7920-8961.4 43 ons of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. right, title and interest in and to the Project, or (ii) any direct or indirect ownership or beneficial interest in Corporation, irrespective of the number of tiers of ownership. Section 7.12. Continuing Disclosure. The Corporation hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Undertaking. Notwithstanding any other provision of this Indenture, failure of the Corporation to comply with the Continuing Disclosure Undertaking or this Section shall not be considered an Event of Default; however, the Trustee, at the written request of any Participating Underwriter (as defined in the Continuing Disclosure Undertaking), the Bond Insurer or the Beneficial Owners of at least 25% aggregate principal amount in Outstanding First Tier Bonds and Second Tier Bonds, shall, only to the extent indemnified pursuant to Section 10.03(a) of this Indenture from any cost, expense or liability arising from or related thereto, or any Beneficial Owner of the First Tier Bonds and Second Tier Bonds or the Bond Insurer may, take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Corporation to comply with its obligations under this Section. Section 7.13. Sole Purpose Corporation. The Corporation covenants that it is a sole purpose corporation formed for the purpose of ownership, leasing, encumbering, purchasing and sale of the Project and any personal property related thereto, or any rights or lesser interests therein or incidents thereof, for the purpose of designing, building, owning, operating, encumbering, maintaining, leasing, purchasing or selling, or taking any other action with respect to, a full service convention center hotel in the City; provided however, that the Corporation may_ also own, encumber, sell or purchase one or more other hotels within the City if permitted by the provisions of this Indenture. The Corporation covenants that it will continue to be engaged solely in the business specified in the previous sentence unless its articles of incorporation are amended pursuant to this Indenture to permit other activities. The Corporation shall: (a) maintain its financial statements, accounting records and other corporate documents separate from those of the City or any other entity; (b) maintain its own separate bank accounts and correct, complete and separate books of account; (c) file its own tax returns, if any, as may be required under applicable law, to the extent (i) not part of a consolidated group filing a consolidated return or returns or(ii) , not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (d) at all times hold itself out to the public (including the City's creditors) under the Corporation's own name and as a separate and distinct corporate entity and have a separate telephone number, stationery and other business forms; (e) observe all customary formalities regarding the corporate existence of the Corporation, including holding meetings of the Board of Directors of the Corporation and maintaining separate current and accurate minute books; 4833-7920-8961.4 53 and value, or (e) a disposition of the Project which contemporaneously permits the defeasance of all of the Bonds, Corporation shall not cause or suffer to occur any sale, lease, pledge, encumbrance or other Transfer of(i) the Trust Estate or any interest therein or component part thereof, including without limitation, the Corporation's 4833-7920-8961.4 52 8961.4 50 48(f) of the Code. Moneys on deposit in the Rebate Fund shall be forwarded to the United States Treasury at the times and in the amounts set forth in the Tax 4833-7920-8961.4 43 ons of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (f) retain as its accountants a nationally recognized firm of independent certified public accountants, provided that such accountants may also serve as accountants of the City and provided further that such accountants may also serve as accountants for the Project; (g) enter into any business transactions with the City on such terms and conditions (including terms relating to amounts paid thereunder) as would be generally available in a comparable arms-length transaction, and with approval of the Board of Directors (provided however, that the Trustee acknowledges that all business transactions with the City relating to the issuance of the Bonds are on such terms and conditions as would be generally available in a comparable arms-length transaction); (h) except as otherwise provided in the Main Transaction Documents, not pledge its assets for the benefit of the City or any other entity; (i) not acquire assets or property other than the Trust Estate and any accretion thereto, or as otherwise specifically permitted by this Indenture or a Supplemental Indenture; (j) not hold out its credit as being available to satisfy the obligations of others; (k) conduct its business in its own name; (1) in its financial statements, reported in the annual financial report of the City, disclose the effects of all transactions contemplated by the Bond Documents in accordance with generally accepted accounting principles and make it clear that the Corporation is separate from the City; • (m) correct any known misunderstanding regarding its separate identity; (n) pay its own liabilities, indebtedness and obligations of any kind, including all administrative expenses, from its own separate assets (which separate assets include amounts deposited in the Administrative Fee Fund); (o) separately identify, maintain and segregate its assets and not commingle its assets with the assets of any other entity except pursuant to the Bond Documents and at all times ensure that any of its assets held-by or on behalf of the Corporation by another entity, including the City, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the Corporation; (p) will not, nor permit the City to, amend, modify or otherwise change its articles of incorporation, by-laws, and other organizational documents in any manner, other than as expressly permitted under Section 7.17 hereof; and (q) except as expressly permitted pursuant to Section 7.06, will not enter into any transaction of merger or consolidation, or acquire by purchase or otherwise all or 4833-7920-8961.4 54 at all times hold itself out to the public (including the City's creditors) under the Corporation's own name and as a separate and distinct corporate entity and have a separate telephone number, stationery and other business forms; (e) observe all customary formalities regarding the corporate existence of the Corporation, including holding meetings of the Board of Directors of the Corporation and maintaining separate current and accurate minute books; 4833-7920-8961.4 53 and value, or (e) a disposition of the Project which contemporaneously permits the defeasance of all of the Bonds, Corporation shall not cause or suffer to occur any sale, lease, pledge, encumbrance or other Transfer of(i) the Trust Estate or any interest therein or component part thereof, including without limitation, the Corporation's 4833-7920-8961.4 52 8961.4 50 48(f) of the Code. Moneys on deposit in the Rebate Fund shall be forwarded to the United States Treasury at the times and in the amounts set forth in the Tax 4833-7920-8961.4 43 ons of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. substantially all of the business or assets of, or any stock or beneficial ownership of, any Person. Section 7.14. Zoning. The Site is zoned for use as a mixed use project, including hotel, commercial and residential uses, which zoning designation is unconditional, in full force and effect, and is beyond all applicable appeal periods. The Site is in compliance with all applicable zoning, subdivision and land use laws, regulations and ordinances and the Project, and when constructed in accordance with the Approved Preliminary Plans, will be in compliance in all material respects with all applicable health, fire, and building codes, and all other Laws applicable to the Project, including without limitation the Americans with Disabilities Act. In the event that all or any part of the Project is destroyed or damaged, assuming that as of such date there has been no material change in the zoning, subdivision and land use laws, regulations and ordinances since the date hereof, said Project can be legally reconstructed to its condition prior to such damage or destruction, and thereafter exist for the same use without violating any zoning or other ordinances applicable thereto and without the necessity of obtaining any variances or special permits, other than customary demolition, building and other construction related permits. No legal proceedings are pending or, to the knowledge of Corporation, threatened with respect to the zoning of the Project. Neither the zoning nor any other right to construct, use or operate the Site or the Project is in any way dependent upon or related to any real estate other than the Site or the Project. Section 7.15. Guaranties. The Corporation covenants and agrees it shall not guarantee the indebtedness of another Person. Section 7.16. Pay Officers or Directors. The Corporation shall not pay any compensation or make any distribution of income or other assets to any of its officers or directors other than as compensation to such persons in their capacities as employees, contractors or suppliers of the Corporation or the reimbursement of ordinary out-of-pocket expenses; provided, however, the Corporation may pay its directors a reasonable fee for such directors' attendance at meetings of the Corporation, as provided in its bylaws. Section 7.17. Amend Articles and Bylaws. The Corporation shall not amend the • Corporation's articles of incorporation or bylaws: (a) without the prior written consent of the City, (b) in any manner that would result in inclusion of interest on the Bonds in gross income for federal income tax purposes, and(c) in any manner that would adversely affect the interest of the Registered Owners of the Bonds or any other beneficiary of this Indenture, as determined by an Opinion of Bond Counsel, without the prior written consent of the Controlling Party. Section 7.18. Intentionally Omitted. Section 7.19. Maintenance of the Project. The Corporation shall maintain or cause to be maintained the Project in good and substantial repair and condition; provided that, if all or any of the Project shall be destroyed or damaged by fire or other casualty, the money derived from any insurance on the property shall be applied in accordance with the terms of Sections 5.20 and 7.26 hereof. 4833-7920-8961.4 55 ontemporaneously permits the defeasance of all of the Bonds, Corporation shall not cause or suffer to occur any sale, lease, pledge, encumbrance or other Transfer of(i) the Trust Estate or any interest therein or component part thereof, including without limitation, the Corporation's 4833-7920-8961.4 52 8961.4 50 48(f) of the Code. Moneys on deposit in the Rebate Fund shall be forwarded to the United States Treasury at the times and in the amounts set forth in the Tax 4833-7920-8961.4 43 ons of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Section 7.20. Bankruptcy, Insolvency; Receiver. (a) The Corporation shall not commence any voluntary case under the Bankruptcy Code or under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect. (b) The Corporation shall not (i) file, consent to the filing of, aid, solicit, support or otherwise act, cooperate or collude to cause the filing of any petition in bankruptcy or in insolvency, or for a receiver or reorganization or composition; (ii) make any assignment for the benefit of creditors generally or to a trustee for creditors generally; or (iii) permit, solicit, support or otherwise act, cooperate or collude to cause an adjudication in bankruptcy, the taking possession of the Project or any part thereof by a receiver, or the seizure and sale of the Project or any part thereof under judicial process or pursuant to any power of sale (except as provided in the Deed of Trust) and fail to have such adverse actions as set forth in this clause (iii) set aside within 45 days. (c) The Corporation immediately shall give notice to the Trustee of the filing of any petition, or commencement of any proceedings, in bankruptcy, or for a receiver or insolvency or for reorganization or composition, or any assignment for the benefit of creditors generally to a trustee for the benefit of creditors generally, relating to the Corporation, the Project or any part thereof. (d) If notwithstanding the foregoing prohibitions, the Corporation, or its creditors, file a petition alleging insolvency, requesting reorganization or a composition of creditors, or for an assignment for the benefit of creditors, in any court, the Trustee, shall have the right to participate and vote on any plan or reorganization, agreement for a composition of creditors, and on any assignment for the benefit of creditors. If there is a proceeding to effect a receivership for the Corporation, the Trustee, shall have the right to select the receiver. (e) Notwithstanding the foregoing prohibitions, in any bankruptcy proceeding involving Corporation or any of its assets, neither Corporation nor any Affiliate of Corporation shall, without the prior written consent of Controlling Party, consent to the entry of any order, file any motion, or support any motion (irrespective of the subject of the motion), and neither Corporation nor any Affiliate of Corporation shall file or support any plan of reorganization. Corporation and any Affiliate having any interest in such bankruptcy proceeding shall do all things reasonably requested by Trustee to assist Trustee in obtaining such relief as Trustee shall, and shall in all events vote as directed by Trustee. Without limitation of the foregoing, Corporation and any Affiliate of Corporation shall do all things reasonably requested by Trustee to support any motion for relief from stay or plan of reorganization proposed or supported by Trustee. Section 7.21. Compliance with Law; Maintenance of the Project. (a) The Corporation shall operate, use and maintain, or shall cause the operation, use and maintenance of, the Project in accordance with all Applicable Laws (except for such instances of inadvertent or unintentional noncompliance which would 4833-7920-8961.4 56 not cause or suffer to occur any sale, lease, pledge, encumbrance or other Transfer of(i) the Trust Estate or any interest therein or component part thereof, including without limitation, the Corporation's 4833-7920-8961.4 52 8961.4 50 48(f) of the Code. Moneys on deposit in the Rebate Fund shall be forwarded to the United States Treasury at the times and in the amounts set forth in the Tax 4833-7920-8961.4 43 ons of the principal 4833-7920-8961.4 26 of any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. not reasonablybe expected to have, either individuallyor in the aggregate, a Material P Adverse Effect on the use, operation or maintenance of the Project) and the applicable Budget and shall not alter or change or permit the change or alteration of the Project from its intended use as the Project. Upon discovery of any instance of noncompliance, the Corporation shall promptly undertake all necessary remedial steps to achieve compliance as soon as possible. (b) The Corporation shall maintain, use and operate or cause the maintenance, use and operation of the Project and all engines, boilers, pumps, machinery, apparatus, furniture, fixtures, fittings and equipment, including FF&E, of any kind in or that shall be placed in any building or structure now or hereafter at any time constituting part of the Project, in good repair, working order and condition, and the Corporation shall from time to time make or cause to be made all needful and proper replacements, repairs, renewals and improvements; in each case to the extent necessary so that the efficiency and value of the Project shall not be impaired in any manner which could result in a Material Adverse Effect on the Corporation or the Project. (c) The Corporation will (i) maintain or cause to be maintained in full force and effect all licenses, Permits and other governmental authorizations now held or hereafter acquired with respect to the Corporation or the Project, the loss, suspension, or revocation of which, or failure to renew, could have a Material Adverse Effect on the Corporation or the Project and (ii) perform, observe, fulfill and comply (or cause the performance, observance, fulfillment and compliance of and with) all of its obligations, covenants and conditions contained herein or in any other Transaction Document with respect to the Corporation or the Project. Section 7.22. Taxes, Assessments, Governmental Charges and Adverse Judgments. The Corporation shall pay and discharge or cause to be paid and discharged (but solely from Gross Revenues and amounts on deposit in the Taxes and Insurance Fund) all taxes, assessments, governmental charges of any kind whatsoever, adverse judgments, water rates, meter charges and other utility charges (collectively, "Impositions") which may be or have been assessed or rendered or which may have become liens upon the Project, the Gross Revenues, or any portion of the Trust Estate and the interests therein of the Trustee or of the Registered Owners of the Bonds and will make such payments or cause such payments to be made, respectively, in due time to prevent any delinquency thereon or any forfeiture or sale of the Project, the Trust Estate or any part of either thereof, and, upon request, shall furnish to the Trustee receipts for all such payments, or other evidences satisfactory to the Trustee; provided, howevet, that the Corporation shall not be required to pay any Imposition as herein provided as long as it shall in good faith contest the validity thereof, provided that (a) the Corporation shall have deposited with the Trustee adequate reserves in the Taxes and Insurance Fund(or such other special fund or account as shall be established to set aside amounts necessary to pay any adverse judgments) in an amount equal to at least one hundred twenty-five percent (125%) (or such higher amount as may be required by Applicable Law) of the total of(i) the balance of such Imposition then remaining unpaid, and (ii) all interest, penalties, costs and charges accrued or accumulated thereon; (b) no risk of sale, forfeiture or loss of any interest in the Trust Estate or any part thereof arises, in Trustee's reasonable judgment, during the pendency of such contest; (c) such contest does not, in Trustee's reasonable discretion, have a Material Adverse Effect; and (d) such contest is based on 4833-7920-8961.4 57 any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. bona fide, material, and reasonable claims or defenses. Any such contest shall be prosecuted with due diligence, and Corporation shall promptly pay or cause to be paid the amount of such Imposition as finally determined, together with all interest and penalties payable in connection therewith. Trustee shall have full power and authority, but no obligation, to apply any amount deposited with Trustee under this subsection to the payment of any unpaid Imposition to prevent the sale or forfeiture of the Trust Estate or any interest therein or part thereof for non-payment of such Imposition, if Trustee reasonably believes that such sale or forfeiture is threatened. Any surplus retained by Trustee after payment of the Imposition for which a deposit was made shall be transferred to the Available Revenue Fund for disposition in accordance with Section 5.05(a) hereof. Notwithstanding any provision of this Section to the contrary, Corporation shall pay any Imposition which it might otherwise be entitled to contest if an Event of Default shall occur, or if, the Trust Estate or any interest therein or any part thereof is in jeopardy or in danger of being forfeited or foreclosed. If Corporation fails to pay any such Imposition, Trustee may (but shall not be obligated to) make such payment and Corporation shall reimburse Trustee on demand for all such advances. Section 7.23. Insurance. (a) Insurance After the Date of Final Completion. From and after the Date of Final Completion, the Corporation shall cause the Project and its operations thereon to be adequately insured at all times, in amounts that are customarily carried and against such risks as are customarily insured against by others in connection with the ownership and operation-of facilities of similar character and size. The Corporation shall carry and maintain, or cause to be carried and maintained, and will pay or cause to be paid in timely fashion its allocable portion of the premiums for (but solely from funds on deposit in the Taxes and Insurance Fund), at least the following insurance with respect to the Project and the Corporation when and as such insurance is available on commercially reasonable terms in amounts customarily carried and insured against by others in connection with the ownership;maintenance and use of facilities of similar character and size: (i) Property. Insurance on the Project, against special form perils of loss or damage by fire, lightning and other risks including, but not limited to those covered by special form perils and such other perils as water damage and collapse as are normally understood to be included in special form of coverage, subject to a reasonable deductible per accident or casualty, in an amount equal to the full replacement value of the Project (except that such insurance may be subject to deductible-clauses of not to exceed two hundred fifty thousand dollars ($250,000) for any one loss). Without limiting the generality of the foregoing, the special form coverage shall cover loss or damage by explosion, windstorm, earthquake, subsidence, aircraft, vehicle damage, smoke, vandalism and malicious mischief and such other hazards as are available on commercially reasonable terms, in amounts customarily carried and insured against by others in connection with the ownership and operation of facilities of similar character and size. It is agreed that a sublimit of $50,000,000 is acceptable for the peril of earthquake. Flood coverage shall be required if the Site is situated in a high hazard flood zone A or V. The replacement value of the Project shall be determined from time to time at the request of the Corporation or the Trustee (but not less frequently than once in 4833-7920-8961.4 5 8 oes not, in Trustee's reasonable discretion, have a Material Adverse Effect; and (d) such contest is based on 4833-7920-8961.4 57 any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. everyfive years) bya recognized, licensed Insurance Consultant. Duringthe � � course of substantial addition, extension, alteration or improvement to the Project, the Corporation shall maintain or cause to be maintained builder's risk insurance in the amount of the full completed value of such construction work, subject to reasonable deductibles per accident or casualty, covering, at a minimum, loss by fire, lightning and removal from the premises endangered by fire and lightning, and other risks covered by the extended coverage endorsement then in use in the State. (ii) Business Interruption. Business interruption insurance with respect to the Project only covering actual losses to the Corporation of gross operating earnings which result directly from the necessary interruption of business of the Project caused by damage to or destruction of any real or personal property constituting part of the Project from the risks mentioned in the first sentence of Section 7.23(a)(i) hereof, less charges and expenses which do not continue during such interruption of business, with limits equal to the sum of(A) Debt Service for the next twelve months, (B) the Management Fee for the next twelve months, (C) a reasonable estimate of the Group Services Fees and Charges and Reimbursable Expenses that will be payable to the Manager under the Management Agreement for the next twelve months, (D) a reasonable estimate of the taxes and insurance premiums for the Project during the next twelve months and (E) a reasonable estimate of the Administrative Expenses during the next twelve months. In addition, contingent business interruption insurance against loss resulting from damage or destruction by the perils insured against to property not owned or operated by the Corporation, located in the same vicinity as the insured, which attracts business to the Project, with minimum limit required for the exposure in an amount equal to $2,000,000. (iii) Boiler. Broad form boiler and machine insurance providing coverage of pressure vessels, auxiliary piping, pumps and compressors, refrigeration systems, transformers and miscellaneous electrical apparatus in the Project which present significant potential for loss, in an amount not less than $1,000,000, subject to deductibles not exceeding$250,000 per occurrence (iv) Comprehensive Public Liability and Property Damage. Comprehensive public liability and property damage insurance shall be the lesser of the original principal amount of the Series 2007 Bonds or $25,000,000 for damages arising out of any one accident, and automobile liability and property insurance in the minimum amount of$1,000,000 for damages arising out of any one accident. (v) Fidelity Bonds. Fidelity bonds or other insurance, including computer fraud, on all Corporation and Project officers and employees who p rP collect or have custody of or access to revenues, receipts or income of the Corporation, shall be the lesser of the original principal amount of the Series 2007 Bonds or$1,000,000 but in no event less than$500,000. 4833-7920-8961.4 59 ially reasonable terms, in amounts customarily carried and insured against by others in connection with the ownership and operation of facilities of similar character and size. It is agreed that a sublimit of $50,000,000 is acceptable for the peril of earthquake. Flood coverage shall be required if the Site is situated in a high hazard flood zone A or V. The replacement value of the Project shall be determined from time to time at the request of the Corporation or the Trustee (but not less frequently than once in 4833-7920-8961.4 5 8 oes not, in Trustee's reasonable discretion, have a Material Adverse Effect; and (d) such contest is based on 4833-7920-8961.4 57 any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (vi) Directors and Officers. Insurance to cover wrongful acts of the directors and officers, including entity coverage, to the extent available in a nonprofit directors and officers policy form in an amount not less than $5,000,000. (b) Insurance Consultant. The Corporation shall employ or cause to be employed for the benefit of the Trustee and Corporation a recognized, licensed Insurance Consultant to review the insurance requirements of the Corporation from time to time (but not less frequently than once every 24 months). The cost of such Insurance Consultant will be paid as an Operating Expense by the Manager from amounts on deposit in the Lockbox Fund. If the Insurance Consultant makes recommendations for the increase of any of the coverage required by Section 7.23 hereof, the Corporation shall increase such coverage in accordance with such recommendations as available on commercially reasonable terms in amounts customarily carried and insured against by others in connection with the ownership, maintenance and use of facilities of similar character and size. Notwithstanding anything in this Section to the contrary, the Corporation shall have the right, without giving rise to an event of default under this Indenture solely on such account, to maintain insurance coverage below that required by Subsections 7.23(a)(i) through (iv) hereof, if the Corporation furnishes to the Trustee a statement of the Insurance Consultant, to the effect that the insurance so provided accords the greatest amount of coverage available for the risk being insured against at rates which, in the judgment of the Insurance Consultant, are reasonable in connection with reasonable and appropriate risk management. A copy of any such statement shall be furnished to the Trustee. Section 7.24. Workers' Compensation and Insurance Law. The Corporation shall at all times maintain or cause to be maintained insurance or self-insurance for workers' compensation claims as required by Applicable Law. Section 7.25. Insurers: Policy Forms and Loss Payees. Each carrier providing any insurance, or portion thereof, required by Section 7.23 shall be authorized to do business in the jurisdiction or jurisdictions in which the Site is located, and shall have a rating by Best's Insurance Guide of not less than "A-VII." Corporation shall cause all insurance carried in accordance with Section 7.23 to be payable to Trustee as a mortgagee and not as a coinsured, and, in the case of all policies of insurance carried by any lessee for the benefit of Corporation, to cause all such policies to be payable to Trustee as loss payee. All insurance policies and renewals thereof(i) shall provide for a term of not less than one year, (ii) shall provide by way of endorsement, rider or otherwise that such insurance policy shall not be canceled, endorsed, altered, or reissued to effect a change in coverage unless such insurer shall have first given Trustee 30 days prior written notice thereof, (iii) shall include a standard mortgagee clause in favor of and in form acceptable to Trustee, (iv) shall include insurer's waiver of subrogation as against Trustee, (v) shall be primary and without right of contribution of any other insurance carried by or on behalf of Trustee with respect to its interest in the Trust Estate, (vi) shall provide for claims to be made on an occurrence basis, except that boiler and machinery coverage may be made on an accident basis and directors' and officers' liability may be on a claims made basis, (vii) shall contain an agreed value clause updated in accordance with Subsection 7.23(b), and (viii) shall contain a severability of interests (cross liability) provision. All property damage 4833-7920-8961.4 60 and (d) such contest is based on 4833-7920-8961.4 57 any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. insurance policies (except for flood and earthquake policies) must automatically reinstate after each loss. Section 7.26. Disposition of Insurance and Condemnation Proceeds. (a) Corporation shall provide Trustee with immediate written notice of(i) any event of loss or damage to the Project or any part thereof, or (ii) any actual or threatened action or proceeding relating to any condemnation or other taking, direct or indirect, or sale transfer in lieu of a condemnation or taking ("Taking") of the Project or any part thereof. To the extent of any loss or damage to or Taking of the Project only, Corporation hereby authorizes and empowers Trustee as Corporation's attorney in fact coupled with an interest to make the proof of loss, adjust and compromise any claim under insurance policies and to appear in and prosecute any action arising from such insurance policies or any Taking. Trustee shall be entitled to collect, and Corporation hereby assigns to Trustee for deposit into the Insurance and Condemnation Proceeds Fund, all insurance proceeds or the proceeds of any award, payment or claim for damages, direct or consequential, in connection with any Taking of the Project and is further entitled to deduct therefrom Trustee's reasonable out-of-pocket expenses incurred in the collection of such proceeds (collectively, the "Available Amount"). (b) The Trustee shall cause such amount, together with all other amounts deposited with Trustee for such purpose or as a result of a Shortfall (as defined below), to be applied to the cost of restoration and reconstruction of the Project so long as the Corporation has certified that the following conditions have been met: (A) no Event of Default then exists, (B) the Available Amount together with all investment income earned or expected to be earned thereon and other proceeds deposited with the Trustee will be sufficient to restore the Project to its Pre-Existing Condition (as defined below), or if such proceeds are not sufficient (a "Shortfall"), the Corporation shall have deposited or caused to be deposited, into the Insurance and Condemnation Proceeds Fund the full amount of such Shortfall within 30 days of Trustee's written notice of such Shortfall, (C) the Project can be restored and repaired as nearly as is reasonably possible to the condition it was in immediately prior to a casualty in the case of any casualty or to a condition, in the case of any Taking, which permits the Project's use in the manner contemplated by this Indenture and for which the Project was originally constructed, in each case in compliance with all Project Requirements (the "Pre-Existing Condition"), (D) Corporation shall have received and approved, in its reasonable judgment, plans and detailed specifications of the contemplated repair or restoration of the Project, together with a statement of an architect that the Project can be restored to its Pre-Existing Condition in the time from and for the cost specified in such plans and specifications, and (E) if more than 15% of the Project is damaged, destroyed or taken, Corporation shall have furnished to Trustee a guaranteed maximum or fixed price contract for an amount not in excess of the Available Amount and all investment income earned or reasonably expected to be earned thereon. (c) Following a casualty loss or Taking at or affecting the Project and if the Available Amount is made available for repair or restoration and is sufficient for such purpose, Corporation shall cause the restoration of the Project to substantially its Pre- 4833-7920-8961.4 61 3(b), and (viii) shall contain a severability of interests (cross liability) provision. All property damage 4833-7920-8961.4 60 and (d) such contest is based on 4833-7920-8961.4 57 any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Existing Condition or such other condition as Trustee may approve in writing, and Corporation shall cause the commencement of such restoration or repair as soon as is reasonably possible after the casualty loss or Taking and at all times thereafter the diligent prosecution thereof to completion. Subject to satisfaction of conditions set forth in Section 7.26(b) hereof and provided that there is no Event of Default, Trustee will disburse any insurance proceeds or condemnation awards collected by it in accordance with the applicable procedures of Section 7.03 hereof and shall be entitled to condition disbursement of any such insurance proceeds or condemnation awards upon satisfaction of the terms and conditions specified in said Section 7.03. (d) If any of the Available Amount is applied to the payment of the Bonds as above contemplated and permitted, any such application of proceeds shall not extend or postpone the due dates of the payments due thereunder or otherwise under the Bond Documents, or change the amounts of such payments. Any amount of insurance proceeds remaining in Trustee's possession after full and final payment and discharge of all Bonds shall be refunded to Corporation or otherwise paid in accordance with applicable law. If the Project is sold at foreclosure or if Trustee acquires title to the Project, Trustee shall have all of the right, title and interest of Corporation in and to any insurance policies and unearned premiums thereon, any proceeds, awards or damages arising from any Taking and in and to the proceeds resulting from any damage to Corporation's interest therein prior to such sale or acquisition. (e) Notwithstanding Section 7.26(b) hereof, all condemnation proceeds resulting from a temporary Taking which are not attributable to compensation for alterations or physical damage to the real or personal property used in the operation of the Project shall be deemed Gross Operating Revenue and deposited in the Lockbox Fund (if such proceeds relate to a temporary taking of the Project). Section 7.27. Operation of the Hotel. • (a) Management of the Hotel. The Corporation shall cause the Hotel to be managed and operated as a revenue-producing, full-service, first-class, "upscale" (as categorized by J.D. Powers and Associates in its annual study of upscale hotel chains) convention hotel affiliated with either (i) a national hotel chain with experience in managing full service, first class "upscale" convention hotels or (ii) a hotel operator with a national chain affiliation through a franchise agreement with national hotel franchisor of Upscale Hotels. The Corporation shall cause the Garage to be operated in accordance with operating standards which are consistent with a "first class" urban garage, and are reasonably calculated both to protect and preserve the assets that comprise the Garage and to control the Operating Expenses attributable to the Garage. The Corporation shall cause to be in full force and effect at all times one or more Management Agreements with respect to the Project with terms and conditions substantially the same as those of the initial Management Agreement (except any changes required by Bond Counsel in order for Bond Counsel to deliver its opinion required by clause (g) below, any changes which are based upon the advise of a Hotel Consultant or any changes which are otherwise consented to in writing by the Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed), and which requires the Manager to maximize over the 4833-7920-8961.4 62 (viii) shall contain a severability of interests (cross liability) provision. All property damage 4833-7920-8961.4 60 and (d) such contest is based on 4833-7920-8961.4 57 any mutilated Bond, such Bond is first 4833-7920-8961.4 20 Firm 1� Q h4 \ — is s Inc(/' Delivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. term of the management agreement the financial return to the Corporation from the operation of the Project as a first class, convention center headquarters hotel, after taking into consideration the Room Block Commitment. The Corporation may amend, modify, waive or otherwise alter such management agreements in compliance with the terms of such management agreement, but if such amendment, modification, waiver or alteration materially and adversely affects the Corporation's ability to satisfy the Debt Service on the Bonds for any Operating Year, such amendment, modification, waiver or alteration shall require the written consent of the Controlling Party. Each management agreement for the Project or any part thereof shall expressly permit the assignment thereof to the Trustee for the benefit of Registered Owners, and entitle the Trustee to the benefits thereof upon the occurrence of an Event of Default. A material consideration for the purchase by the Registered Owners of their respective Bonds is the expertise brought by the Manager in managing the Project. In recognition of such expertise, the Corporation covenants for the benefit of the Registered Owners that it will not disapprove of any rate schedules (other than as set forth in the Room Block Commitment Agreement) prepared by the Manager under the terms of the Management Agreement so long as (1) such rate schedules do not vary from the rate schedules of hotels in the "Competitive Set" by more than 45%, (2) the Budget prepared assuming such rate schedule does not result in a Debt Service Coverage Ratios for the Outstanding Bonds of more than 2.50:1.00 or less than 1.00:1.00 coverage, and (3) a Hotel Consultant does not recommend a different rate schedule pursuant to Section 7.33 herein. If the Corporation disapproves of a proposed rate schedule by the Manager or any amendment thereto and the Manager disagrees with the Corporation's reasons for disapproving such proposed rate schedule (or modification thereto) and disputes the accuracy of the information contained in either clauses (1) or(2) of the immediately preceding sentence, then the Corporation shall retain a Hotel Consultant to confirm or reject the accuracy of such information. If a Hotel Consultant agrees with the Manager, the Corporation shall not have any right to dispute such proposed rate schedules and shall withdraw its disapproval and in any event its disapproval shall be of no further force and effect. If a Hotel Consultant agrees with the Corporation, the Manager shall follow the Corporation's advice so long as the Manager determines that it would not otherwise result in an Event of Default or breach of a covenant under this Indenture or under the Management Agreement. If the Corporation disagrees with Manager's determination that following such advice would result in an Event of Default or breach of a covenant under this Indenture or under the Management Agreement, then either the Manager, the Corporation or the Trustee may, by delivering written notice of its requirement for arbitration to the others, require that the matter in dispute be submitted to arbitration in accordance with the Management Agreement, or if the initial Management Agreement is no longer in effect, in accordance with Section 7.28(c)below. Each Management Agreement will incorporate this provision therein. (b) Maintain License. The Corporation shall at all times, where required by the laws of the jurisdiction, maintain or cause to be maintained in full force and effect the applicable Permits necessary to operate the Hotel as a full service, first-class, Upscale Hotel. Without limiting the generality of the foregoing, Corporation shall obtain or cause to be obtained, and maintain or cause to be maintained, in good standing, all liquor licenses, food service license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. operation of bars, restaurants and other facilities offering food or beverage, alcoholic or otherwise, at the Hotel. (c) Equip the Project. The Corporation shall, pursuant to applicable licensing regulations (including without limitation requirements imposed by the Scope of the Project) from time to time in effect, suitably equip the Project to permit its overall operation in a manner reasonably expected to earn the Hotel an Upscale Rating as a convention headquarters hotel (including, without limitation, the operations of all restaurants, bars, lounges, food service facilities and other guest service facilities), but solely from monies on deposit in the Construction Fund and Gross Revenues available for such purpose pursuant to this Indenture. (d) [RESERVED] (e) Termination of Management Agreement Upon Foreclosure. If the Project is foreclosed upon due to an Event of Default as set forth in Article IX herein, the ability of the Trustee, to terminate the Management Agreement shall be subject to the terms contained in the Management Agreement. (f) Asset Manager. The Corporation covenants to hire or cause to be hired not later than the first anniversary date of the Closing Date, an Asset Manager to assist the Corporation in overseeing the operations of the Project for the benefit of and on behalf of the Corporation and the Trustee. If the Person then serving as Asset Manager is terminated or resigns, the Corporation covenants to hire or cause to be hired a replacement within 60 days of such termination or resignation. The Asset Manager shall signify acceptance of such position by executing a certificate at or prior to employment that he, she or it agrees to perform the duties of Asset Manager as described in the Transaction Documents which include, but are not limited to, the following: (i)reviewing and recommending approval or disapproval to Trustee of the proposed Capital Budget and Operating Plan and Budget for the upcoming Operating Year (collectively the "Proposed Budget Documents"), (ii)reviewing all reports required to be delivered by the Manager pursuant to the Management Agreement, (iii) providing reports to the Corporation and the Bond Insurer on a quarterly basis summarizing the Asset Manager's findings for the preceding quarter regarding the Manager's compliance with the Management Agreement, (iv) approving the list of possible replacement Hotel Consultants supplied by the Manager and (v) commenting on the recommendations submitted by any Hotel Consultant. Notwithstanding anything contained herein or in the Management Agreement to the contrary, the Asset Manager shall not have any additional or different rights with respect to the Manager, the Project or any part thereof than the Corporation has. (g) Each Management Agreement entered into by the Corporation shall first require the written opinion of Bond Counsel that such Management Agreement will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. Any amendment or extension of the Management Agreement or change in the identity of the Manager shall require the written opinion of Bond Counsel that such amendment or extension of the Management Agreement will not adversely 4833-7920-8961.4 64 (b) Maintain License. The Corporation shall at all times, where required by the laws of the jurisdiction, maintain or cause to be maintained in full force and effect the applicable Permits necessary to operate the Hotel as a full service, first-class, Upscale Hotel. Without limiting the generality of the foregoing, Corporation shall obtain or cause to be obtained, and maintain or cause to be maintained, in good standing, all liquor licenses, food service license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. Section 7.28. Budgets. (a) Review and Adjustment of Operating Plan and Budget. On or before November 1 of each Operating Year, the Corporation shall cause the Manager to prepare and deliver to the Corporation, its designees and consultants (including the Trustee) for the Corporation's review the Proposed Budget Documents for the next ensuing Operating Year. Such November 1 Proposed Budget Documents may be submitted by the Manager in preliminary form so long as the fmal Proposed Budget Documents for the next ensuing Operating Year are submitted to the Corporation no later than November 15 of the applicable Operating Year. Trustee shall promptly notify the Corporation in writing as to any objections it may have to the Proposed Budget Documents. Corporation and Manager shall meet within fifteen (15) days after Corporation's receipt of the final Proposed Budget Documents for any Operating Year. At such meeting, (i) Corporation shall provide to Manager Corporation's then current estimate of Corporation's Administrative Expenses for the next ensuing Operating Year and (ii)Manager shall provide to Corporation its final Proposed Budget Documents for the applicable Operating Year, together with an explanation of the changes from the proposed budgets initially delivered to Corporation. Corporation will not approve the final Proposed Budget Documents if Trustee has objected thereto in writing. If Corporation and Manager are unable to agree upon a proposed operating plan and budget and proposed capital budget for an Operating Year within fifteen (15) days after such initial 15-day period, then within ten (10) days after the expiration of such second 15-day period, Corporation shall deliver to Manager Corporation's written objections (including Trustee's objections) to the proposed operating plan and budget and proposed capital budget, subject, however, to the provisions of Section 7.33 hereof. The Corporation shall timely provide all such objections and approvals. If Corporation fails to deliver to Manager its written approval or disapproval of a proposed operating plan and budget and proposed capital budget within such 10-day period, then such proposed operating plan and budget and proposed capital budget shall be deemed the approved Operating Plan and Budget and approved Capital Budget for the applicable Operating Year, until Corporation delivers to Manager its objections in writing. The Corporation shall timely provide all such objections and approvals. At such time as Corporation delivers its objections to sut proposed budgets, such disapproval shall specifically/include the items disapproved (which disapproved items may include objections that Corporation receives from a Hotel Consultant). During the fifteen (15) day period following Manager's receipt of Corporation's items of disapproval, Corporation and Manager will meet to discuss the disapproved items. Within five (5) days after the expiration of such third 15-day period, Manager shall submit to Corporation (and any designee or consultant appointed by Corporation) a revised proposed operating plan and budget and proposed capital budget, as applicable, incorporating such revisions as Corporation and Manager agreed upon during such third 15-day period. If the Parties do not agree upon such revisions, then the Corporation shall retain a Hotel Consultant to review the matter(s) in dispute and recommend a resolution to such dispute. If the Corporation and the Manager do not 4833-7920-8961.4 65 the foregoing, Corporation shall obtain or cause to be obtained, and maintain or cause to be maintained, in good standing, all liquor licenses, food service license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. agree upon such resolution, then the Corporation, the Manager or the Trustee may request arbitration pursuant to and in accordance with the provisions of the Management Agreement. (b) Without limiting Corporation's approval rights, Corporation shall have the right to object to any aspect of any proposed operating plan and budget and/or any proposed capital budget if(among other reasons): (i) the objection or change would not materially (A) interfere with Manager's operation of the Hotel in a manner consistent and in compliance with the Operating Standards or (B) impair Manager's ability to achieve a Performance Test, or (C) interfere with Manager's fulfillment of its obligations, duties, agreements, covenants or responsibilities under the Management Agreement; (ii) the applicable budget is not consistent with the requirements of an Event Room Block Contract or rates approved by Manager and Corporation for an Event Room Block pursuant to the Room Block Commitment; (iii) as to a proposed capital budget, there are not Sufficient Funds available to make the proposed Capital Improvements set forth therein; (iv) the proposed operating plan and budget will result in a Debt Service Coverage Ratio of less than the Debt Service Coverage Requirement; (v) as to a proposed capital budget, all or some of the proposed Capital Improvements represent material upgrades to the quality or facilities of the Hotel (as distinct from repairs, maintenance or replacements required to prevent any diminution in quality) that are not, in Corporation's reasonable opinion, required to satisfy each Operating Standard; and (vi) as to a proposed capital budget, any proposed upgrades to the quality of the facilities of the Project would (x) be imprudent based upon a reasonable weighing of the costs and benefits to the Project of the upgrades (taking into account the cost and impact on Project revenue and expense of the upgrades, the useful life of the upgrades, and the remaining term of the Management Agreement) or (y) render funds in the Renewal and Replacement Fund, the Operating Reserve Fund or Cash Trap Fund inadequate for other necessary Capital Expenses or funding of other amounts as contemplated by the Management Agreement or an existing approved Capital Budget. The foregoing shall not in any way limit Corporation's right to approve a proposed capital budget as to reasonableness of specifications and cost of implementing any upgrade set forth therein. (c) If the Manager and Corporation, despite their good faith efforts, are unable to reach final agreement on the proposed operating plan and budget and/or the proposed capital budget for an Operating Year by January 15 of such Operating Year, then either Manager, Corporation or the Trustee may, by delivering written notice of its requirement for arbitration to the others by January 30 of such Operating Year (each such notice of 4833-7920-8961.4 66 f Corporation's items of disapproval, Corporation and Manager will meet to discuss the disapproved items. Within five (5) days after the expiration of such third 15-day period, Manager shall submit to Corporation (and any designee or consultant appointed by Corporation) a revised proposed operating plan and budget and proposed capital budget, as applicable, incorporating such revisions as Corporation and Manager agreed upon during such third 15-day period. If the Parties do not agree upon such revisions, then the Corporation shall retain a Hotel Consultant to review the matter(s) in dispute and recommend a resolution to such dispute. If the Corporation and the Manager do not 4833-7920-8961.4 65 the foregoing, Corporation shall obtain or cause to be obtained, and maintain or cause to be maintained, in good standing, all liquor licenses, food service license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. arbitration, an"Arbitration Request"), re uire that the matter(s) in dispute be submitted to q p arbitration as provided in accordance with the Management Agreement or if the initial Management Agreement shall no longer be in effect, in accordance with the following: (i) Such dispute shall be submitted to final and binding arbitration (without appeal or review) in the county in which the Project is located and administered by the ADR Provider under its then-current rules. The arbitrator must have experience in the hospitality industry and must not have any conflict of interest. (ii) Subject to the right of the prevailing party in such arbitration to seek reimbursement from other party(ies) pursuant to Subsection (iv) below, Corporation and Manager shall share equally the costs, including fees, of the ADR Provider selected or appointed in accordance with Subsection (i) above. As soon as practicable after selection of the ADR Provider, the ADR Provider or its designated representative shall determine a.reasonable estimate of the ADR Provider's anticipated fees and costs and send a statement to each party setting forth that party's equal share of the fees and costs. Each party shall, within ten (10) days after receipt of the statement, deposit the required sum with the ADR Provider. Corporation shall obtain any substitute or replacement Manager's written affirmation of and agreement with the foregoing provisions of this Subsection (ii). (iii) The venue of any arbitration shall be, and any judicial proceedings shall be in the county in which the Project is located, unless otherwise mutually agreed in writing by the Parties and the Trustee. Each of Corporation and Trustee irrevocably submits to the jurisdiction of the federal and state courts located in the county in which the Project is located unless otherwise mutually agreed in writing by the Parties. Each of Corporation and Trustee waives to the fullest extent permitted by law, trial by jury of all disputes arising out of or relating to this Indenture. Corporation shall obtain any substitute or replacement Manager's written affirmation of and agreement with the foregoing provisions of this Subsection (iii). (iv) The prevailing party in any arbitration, suit or other action arising out of or related to this Subsection 7.28(c) shall be entitled to recover from the other party(ies) all reasonable attorneys' fees and its reasonable out-of-pocket arbitration costs and.expenses incurred in connection with the action, including reasonable attorneys' fees, expenses, and disbursements, and fees, costs, and expenses relating to any mediation, arbitration and/or litigation, as applicable. If any party secures a judgment in any proceeding brought to enforce or interpret these provisions,then any costs or expenses (including reasonable attorneys' fees) incurred in enforcing, or in appealing from, such judgment shall be payable to the prevailing party by the party against whom such judgment has been rendered and shall be recoverable separately from and in addition to any other amount included in such judgment. A "prevailing party" shall be a party who is successful on its claim or appeal brought in the arbitration, as determined by the ADR Provider. If 4833-7920-8961.4 67 budget and proposed capital budget, as applicable, incorporating such revisions as Corporation and Manager agreed upon during such third 15-day period. If the Parties do not agree upon such revisions, then the Corporation shall retain a Hotel Consultant to review the matter(s) in dispute and recommend a resolution to such dispute. If the Corporation and the Manager do not 4833-7920-8961.4 65 the foregoing, Corporation shall obtain or cause to be obtained, and maintain or cause to be maintained, in good standing, all liquor licenses, food service license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. both parties are a prevailing party, then the arbitrator shall award attorneys' fees and allocate cots as it determines to be fair and equitable, in its sole discretion. Notwithstanding the foregoing, a party shall not be a prevailing party if such party is awarded less than 75% of the amount of the claim for which it sought recovery. Corporation shall obtain any substitute or replacement Manager's written affirmation of, and agreement with, the foregoing provisions of this Subsection (iv). (d) If neither Manager, Corporation nor Trustee delivers an Arbitration Request by the required date, then the Manager, Corporation and Trustee shall be deemed to have waived their respective rights to arbitrate the matters in dispute and the proposed operating plan and budget and the proposed capital budget for the applicable Operating Year shall be deemed to be the Operating Plan and Budget and Capital Budget for such Operating Year, provided that any Operating Expense line item which is in dispute in the proposed operating plan and budget shall not be greater than 110% of the amount of the actual Operating Expenses incurred for such line item during the Operating Year preceding the Operating Year covered by the proposed operating plan and budget. (e) (i) If either the Manager, the Corporation or Trustee timely delivers its Arbitration Request regarding the proposed operating plan and budget, then, until the arbitrator issues its decision regarding the disputed items in the proposed operating plan and budget, the proposed operating plan and budget shall govern the areas of operations riot in dispute and the prior year's Operating Plan and Budget shall govern the areas in dispute, except that Manager may increase the budgeted expenses provided for such disputed item(s) in the prior year's Operating Plan and Budget and/or Capital Budget, as applicable, by an amount not in excess of the lesser of 10% of the actual amount of the applicable expense line item for such prior Operating Year or the amount of the increase proposed by the Manager. (ii) If either the Manager, the Corporation or Trustee timely delivers its Arbitration Request regarding the proposed capital budget, then, until the arbitrator issues its decision regarding the disputed items in the proposed capital budget, the proposed capital budget shall govern the areas of operations not in dispute and Manager may not incur a Capital Expense for a disputed Capital Improvement included in a proposed capital budget unless the Capital Expense (A) was contemplated as a/regularly recurring Capital Expense in the Capital Budget approved for the prior Operating Year (increased by the percentage increase in the Index from such prior Operating Year), (B) is for an amount not in excess of $25,000 (subject to increase based upon the change in the Index from the Required Opening Date to the beginning of the 12-month period in question) and when aggregated with all other Capital Expenses incurred for any other disputed Capital Improvements during such Operating Year, does not exceed $50,000 (subject to increase based upon the change in the Index from the Required Opening Date to the beginning of the 12-month period in question), or (C) is necessary to eliminate or remove an Emergency. Notwithstanding the foregoing, Manager shall notify Corporation in writing of any such capital 4833-7920-8961.4 68 riod. If the Parties do not agree upon such revisions, then the Corporation shall retain a Hotel Consultant to review the matter(s) in dispute and recommend a resolution to such dispute. If the Corporation and the Manager do not 4833-7920-8961.4 65 the foregoing, Corporation shall obtain or cause to be obtained, and maintain or cause to be maintained, in good standing, all liquor licenses, food service license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. expenditure as soon as practicable and describe the reasons therefor. Corporation shall deliver such notice to Trustee and the Controlling Party. (f) Under each Management Agreement, Manager (i) shall use commercially reasonable efforts to operate within, and in a manner consistent with, each approved Operating Plan and Budget and each approved Capital Budget and (ii) shall not substantially deviate from the budgeted Capital Expenses in an approved Capital Budget unless Manager obtains the prior written consent of Corporation (it being agreed that a deviation in excess of $50,000 in total Capital Expenses is substantial), provided, however, that Manager shall be entitled to reallocate up to 10% of the Capital Budget to one or more line items in the Capital Budget so long as the remaining dollars in those line items from which such ten percent (10%) is removed are sufficient to complete the Work contemplated by those line items. Corporation acknowledges that certain of the expenses described in the Operating Plan and Budget (but not the Capital Budget) for any Operating Year will vary based on the occupancy of the Hotel. Accordingly, to the extent that the occupancy of the Hotel for any Operating Year exceeds or falls below the occupancy projected in the approved Operating Plan and Budget for such Operating Year, the approved Operating Plan and Budget shall be deemed to include corresponding increases or decreases in such Variable Expenses, as applicable, so long as with respect to increases in expenses, Manager reasonably believes and Corporation reasonably agrees that such increase will increase net operating income over that budgeted. The term "Variable Expenses" shall mean Operating Expenses covered by an Operating Plan and Budget that reasonably fluctuate as a direct result of business volumes, including food and beverage expenses, other merchandise expenses, operating supply expenses, and energy costs. The Manager may submit to the Corporation for its approval an interim budget to reflect any significant adjustments to the approved Operating Plan and Budget or Capital Budget caused by an Emergency or lack of Sufficient Funds. If the Parties, despite their good faith efforts, are unable to reach final agreement on the proposed interim budget within fifteen(15) days of submittal thereof to the Corporation, then either Party or the Trustee may, by delivering an Arbitration Request, require that the matter(s) in dispute be submitted to arbitration pursuant to the Management Agreement. Pending resolution of the interim budget, the Manager shall operate the Project in accordance with the approved Operating Plan and Budget and Capital Budget with such variations as permitted elsewhere in the Management Agreement. (g) Corporation may acknowledge in the Management Agreement that (a) the Operating Plan and Budget is intended by Manager to be a reasonable estimate of income and expenditure only, (b) Manager does not give any guarantee, warranty or representation whatsoever in connection with any Operating Plan and Budget, other than Manager prepared same in good faith, utilizing all available facts and commercially prudent business methods, and (c) a failure of the Project to achieve any Operating Plan and Budget for any Operating Year shall not in and of itself constitute an Event of Default or breach by Manager under the Management Agreement. The preceding sentence shall not, however, be construed as a limitation on (i) Manager's obligations (and Manager shall be in breach of the Management Agreement if Manager fails) (1) to use commercially reasonable efforts to operate within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. expenditures that exceed in the aggregate the amount of the approved or authorized Capital Budget by more than $50,000, or (ii) Corporation's right to terminate the Management Agreement under the any provision of the Management Agreement, including, without limitation, by reason of a Performance Termination Event or an Event of Default (as defined in the Management Agreement). (h) Corporation shall have the right to appoint, and shall appoint if requested by the Controlling Party, a Hotel Consultant upon the occurrence of any of the events described in Section 7.33(a)(iii) hereof Corporation shall deliver the Hotel Consultant's reports and findings to Manager, Trustee, Controlling Party and Asset Manager, and Manager and Asset Manager will study and review such reports and any recommendations made by the Hotel Consultant. Manager shall also, upon the request of Corporation or Trustee, meet with the Hotel Consultant to discuss the Hotel Consultant's reports, findings and recommendations. (i) The Corporation shall file or cause to be filed with the Trustee the approved Operating Plan and Budget and Capital Budget prior to the commencement of the applicable Operating Year. The Trustee shall be entitled to rely on the final Operating Plan and Budget to determine the amounts to be deposited into the various funds and accounts as set forth in Section 5.05(a) in this Indenture. Section 7.29. Deposit of Gross Operating Revenues; Cash Management Agreement. The Corporation covenants and agrees that it shall deposit or cause to be deposited all Gross Operating Revenues calculated on a cash basis (less the Petty Cash Amount) in the Lockbox Fund pursuant to the terms of the Cash Management Agreement. The Corporation shall cause the Manager to be a party to the Cash Management Agreement. The Corporation covenants and agrees to maintain or cause to be maintained the Lockbox Fund during the period of time from at least seven days prior to the Opening Date until no Bonds are Outstanding. The Corporation covenants and agrees to execute any substitute or-replacement cash management and lockbox agreements with respect to Gross Operating Revenues as are reasonably required by the Trustee; provided that, unless consented to in writing by the Manager, which consent shall not be unreasonably withheld or delayed, such cash management and lockbox agreement shall not materially or substantively modify Manager's rights, duties or obligations under the Cash Management Agreement or this Indenture, or have a material adverse impact on the Manager. The Corporation covenants and agrees that it shall deposit or cause to be deposited with the Trustee any Gross Revenues not constituting Gross Operating Revenue in accordance with the provisions set forth herein. Section 7.30. Manager. The Corporation hereby covenants and agrees that it will at all times cause to be delegated the duties and responsibilities of operating the Hotel to a nationally recognized hotel management company (or a regional or national hotel management company so long as the Hotel is under franchise by a national hotel franchisor of Upscale Hotels) having the experience and qualifications to operate and manage a first-class hotel of the size and character of the Hotel pursuant to an operating agreement consistent with the terms of the Management Agreement; provided however, that if the Corporation is unable to retain such a management company due to its unwillingness to execute an operating agreement consistent with the terms of the Management Agreement, then the Corporation shall have the right to operate and manage the 4833-7920-8961.4 70 ly reasonable efforts to operate within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Project. The Corporation covenants to use commercially reasonable efforts to enforce or cause to be enforced all of its rights and remedies under such operating agreement with regard to any circumstance that is reasonably likely to ripen into an event of default under such operating agreement (except as restricted by this Indenture), and, if it fails to do so, the Trustee shall have the right to do so. To the extent permitted under the Management Agreement or any such other operating agreement, the Corporation shall have the right to cure the hotel operator's defaults thereunder. The Management Agreement shall not be terminated by the Corporation without the prior written consent of the Controlling Party. The Corporation shall provide written notice to the Trustee at least 60 days prior to the proposed early termination of the Management Agreement or any such other operating agreement describing the reasons for such early termination. The Trustee shall promptly provide such written notice to the Controlling Party requesting the consent of such Controlling Party for such early termination. No notice of termination of the Management Agreement (including, without limitation, any termination notice under Section 4.06 of the Management Agreement) shall be sent to the Manager until the Corporation shall have received such consent of the Controlling Party. In addition, the Corporation shall provide written notice to the Trustee of any Events of Default (as defined in the Management Agreement) of the Manager which have occurred and are continuing under the Management Agreement and the proposed remedy to be taken with respect to such event of default. The Corporation shall not waive any remedy available to it with respect to such Event of Default (as defined in the Management Agreement) by the Manager unless the Controlling Party consents to such waiver. Notwithstanding any other provision contained herein to the contrary, upon the occurrence and continuance of an Event of Default by the Manager under the Management Agreement or a Performance Termination Event, the Controlling Party shall have the right to terminate the Manager under the Management Agreement without the prior written consent of the Corporation if(i)the Hotel Consultant recommends such action or(ii) an Event of Default has occurred and is continuing pursuant to Section 9.02(a) or (b) herein. Nothing herein shall restrict the Manager's ability to assign the Management Agreement as provided therein. Section 7.31. Cooperation With Trustee. The Corporation shall cooperate with the Trustee and the Controlling Party in sharing information required to calculate, ascertain or apply Available Revenues pursuant to Section 5.05 hereof Section 7.32. Further Assurances. At any and all times the Corporation shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge and deliver, all and every such further resolutions, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better assuring, granting, pledging, assigning and confirming the Trust Estate; Revenues, Funds, Accounts, Investment Securities held in any Fund or Account hereunder, and the Trustee's right, title and interest in and to the foregoing, and all other moneys, securities and funds hereby pledged or assigned, or intended so to be, or which the Corporation may become bound to pledge or assign. Section 7.33. Debt Service Coverage. (a) The Corporation shall include in the Management Agreement and each other management agreement hereafter covering the Project the following provisions: 4833-7920-8961.4 71 have the right to operate and manage the 4833-7920-8961.4 70 ly reasonable efforts to operate within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (i) If the proposed Operating Plan and Budget will result in a Debt Service Coverage Ratio of less than the Debt Service Coverage Requirement, Manager shall include with its delivery of the applicable proposed Operating Plan and Budget a detailed explanation as to why the Manager has not budgeted to attain such ratios; (ii) Corporation and Trustee shall have the right to object to any aspect of any proposed Operating Plan and Budget if the proposed Operating Plan and Budget will result in a Debt Service Coverage Ratio of less than the Debt Service Coverage Requirement; (iii) Corporation shall have the right to appoint, shall appoint if requested by the Controlling Party and authorizes the Controlling Party to appoint if Corporation fails to so appoint, a Hotel Consultant under each of the following circumstances: (A) If the proposed operating plan and budget will not result in the Debt Service Coverage Requirement being met, Corporation shall thereafter have the right to hire a Hotel Consultant (within 30 days after the receipt of such proposed operating plan and budget) to make written recommendations as to the operations, management, marketing, improvement, condition or use of the Hotel or any part thereof that the Hotel Consultant believes could result in satisfying the Debt Service Coverage Requirement or improving the total amount of Net Revenues available to pay Debt Service; (B) If the actual Debt Service Coverage Ratio with respect to the First Tier Bonds and the Second Tier Bonds for any two consecutive semiannual periods is less than the Debt Service Coverage Requirement, then unless Corporation has appointed a Hotel Consultant pursuant to subsection (a) above within the preceding twelve months, Corporation shall thereafter have the right to hire a Hotel Consultant (within 30 days after the receipt of such semiannual report) to make written recommendations as to the operation, management, marketing, improvement, condition or use of the Hotel or any part thereof that the Hotel Consultant believes could result in satisfying such Debt Service Coverage Requirement or improving the total amount of Net Revenues available to pay Debt Service; (C) If the audited annual financial statement delivered to the Corporation pursuant to the Management Agreement reflects that the Debt Service Coverage Requirement was not achieved, then unless Corporation has appointed a Hotel Consultant pursuant to subsection (a) above within the preceding twelve months, Corporation shall thereafter have the right to hire a Hotel Consultant (within 30 days after the Corporation's receipt of such audited annual financial statement)to make written recommendations as to the operation, management, marketing, improvement, condition or 4833-7920-8961.4 72 sfers and assurances as may be necessary or desirable for the better assuring, granting, pledging, assigning and confirming the Trust Estate; Revenues, Funds, Accounts, Investment Securities held in any Fund or Account hereunder, and the Trustee's right, title and interest in and to the foregoing, and all other moneys, securities and funds hereby pledged or assigned, or intended so to be, or which the Corporation may become bound to pledge or assign. Section 7.33. Debt Service Coverage. (a) The Corporation shall include in the Management Agreement and each other management agreement hereafter covering the Project the following provisions: 4833-7920-8961.4 71 have the right to operate and manage the 4833-7920-8961.4 70 ly reasonable efforts to operate within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. use of the Hotel or any part thereof that the Hotel Consultant believes could result in satisfying the Debt Service Coverage Requirement or improving the total amount of Net Revenues available to pay Debt Service. Corporation shall deliver the Hotel Consultant's reports and findings to Manager, Trustee, Controlling Party and Asset Manager within three Business Days of receipt thereof by the Corporation. Manager and Asset Manager will study and review such reports and any written recommendations made by the Hotel Consultant. Manager shall also, upon the request of Corporation or Trustee, meet with the Hotel Consultant to discuss the Hotel Consultant's reports, findings and written recommendations. Manager shall accept and promptly implement all of the Hotel Consultant's written recommendations except those recommendations which require an expenditure of funds greater than the amount available for such purpose under this Indenture, or those written recommendations which could, in the opinion of Bond Counsel, adversely affect the tax-exempt status of the interest on the Bonds. Notwithstanding the foregoing, if the Manager disagrees with any or all of the written recommendations of the Hotel Consultant, the Manager may by delivering an Arbitration Request within ten (10) Business Days of receipt of such written recommendations, require that the matter(s) in dispute be submitted to arbitration pursuant to the Management Agreement. The fees and expenses of the Hotel Consultant shall be paid as an Operating Expense from amounts on deposit in the Lockbox Fund. Contemporaneously with engaging a Hotel Consultant pursuant to the preceding provisions, Corporation shall deliver to Manager a copy of such engagement. In addition, each Party shall deliver to the other at no additional charge copies of any information, correspondence or documents delivered to the Hotel Consultant contemporaneously with delivering such information, correspondence or documents to the Hotel Consultant. Costs incurred in connection with submitting to the arbitration the written recommendations that the Manager.disagrees with shall be paid by (i) the Manager if as a result of such arbitration the Manager is required to follow the Hotel Consultant's written recommendations, (ii) the Corporation if as a result of such arbitration the Manager is not required to follow the Hotel Consultant's written recommendations, and (iii) the Manager and the Corporation as equitably apportioned between the Manager and the Corporation if as a result of such arbitration the Manager is required to follow some of the Hotel Consultant's written recommendations in dispute but is not required to follow other recommendations of the Hotel Consultant in dispute. (b) The Corporation also covenants and agrees to exercise the full discretion, power and authority provided to it under the Management Agreement, including but not limited to its rights and authority to review, comment and grant or withhold approval of the proposed operating plan and budgets and proposed capital budgets of the Hotel. The Corporation shall consult with the Asset Manager when exercising such discretion, power and authority. (c) Corporation shall include in the Management Agreement and each other operating agreement covering the Hotel a covenant requiring the Manager to deliver to the Corporation and the Trustee within 120 days after the end of each Operating Year 4833-7920-8961.4 73 overing the Project the following provisions: 4833-7920-8961.4 71 have the right to operate and manage the 4833-7920-8961.4 70 ly reasonable efforts to operate within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. audited financial statements (including a calculation of the Debt Service Coverage Ratio) for the preceding Operating Year prepared by an independent accountant. (d) Notwithstanding the foregoing, this Section shall not be construed as in any way excusing the Corporation from taking any action or performing any duty required under this Indenture or be construed as constituting a waiver of any other event of default under this Indenture. Section 7.34. General Representations and Warranties of the Corporation. The Corporation makes the following representations and warranties for the benefit of the Trustee, the Registered Owners and all third party beneficiaries of this Indenture: (a) The Corporation is a nonprofit corporation, duly organized and existing and qualified and in good standing under the laws of the State, is authorized by the Act to execute and deliver the Main Transaction Documents to which it is a party and to issue the Bonds and to perform its obligations hereunder and thereunder, and by proper action has duly authorized the execution and delivery of the Main Transaction Documents to which it is a party, the issuance of the Bonds, and the performance by the Corporation of all of its obligations hereunder and thereunder. (b) The Corporation has duly executed and delivered the Main Transaction Documents to which it is a party, and such documents are the legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms except as the enforceability thereof may be subject to (i) the exercise of judicial discretion in accordance with general equitable principles and (ii) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws for the relief of debtors heretofore or hereafter enacted and except that enforceability of indemnification and contribution provisions may be limited, in whole or in part, by applicable securities laws or public policy. (c) The execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and the issuance of the Bonds do not conflict with or constitute a breach of or a default under the Act or, to the best knowledge of the Corporation, any other law or regulation applicable to the Corporation or under the terms and conditions of any agreement or instrument to which the Corporation is a party or by which the Corporation is bound. (d) There is no action, suit, proceeding, inquiry or investigation pending or, to the knowledge of the Corporation, threatened against the Corporation by or before any court, governmental agency or public board or body which (i) questions the existence or the territorial jurisdiction of the Corporation or the title to office of any member of the Corporation; (ii) seeks to prohibit, restrain or enjoin the execution and delivery of the Transaction Documents to which it is a party, or the issuance, execution or delivery of the Bonds; (iii) questions the validity or enforceability of the Transaction Documents to which it is a party, or the Bonds; (iv) questions the exclusion from gross income for federal income tax purposes of interest on the Bonds; (v) questions the power or authority of the Corporation to carry out the transactions contemplated by the Transaction 4833-7920-8961.4 74 the Corporation and the Trustee within 120 days after the end of each Operating Year 4833-7920-8961.4 73 overing the Project the following provisions: 4833-7920-8961.4 71 have the right to operate and manage the 4833-7920-8961.4 70 ly reasonable efforts to operate within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Documents to which it is a party, or the Bonds; or (vi) otherwise would cause a Material Adverse Effect if determined adversely. (e) The City has determined that the issuance of the Bonds to obtain funds to provide financing and refinancing for the Project will be in the public interest of the Corporation and will further the purposes of the Act, and the Corporation hereby adopts and concurs with such determination. (f) The sole assets of the Corporation are the Trust Estate in which Corporation has granted or shall grant to Trustee a Lien pursuant to the Bond Documents. (g) The Corporation is not in default under any document, instrument or commitment to which the Corporation is a party or to which it or any of its property is subject which default would or could affect the ability of the Corporation to carry out its obligations under this Agreement or any of the other Transaction Documents to which it is a party. (h) The representations and warranties of the Corporation contained in the Transaction Documents to which it is a party are true and correct in all material respects. Any certificate signed by the Corporation or an Authorized Corporation Representative and delivered pursuant to the Transaction Documents to which it is a party shall be deemed a representation and warranty by the Corporation as to the statements made therein and not a representation or warranty by the Authorized Corporation Representative in its individual capacity. (i) Corporation has good and marketable title to the Trust Estate and to all components thereof, including, without limitation, the Project subject to the Permitted Encumbrances. Corporation owns and will own at all times all personal property relating to the Project, subject only to Permitted Encumbrances. Without limitation of the foregoing, Corporation will own all FF&E that is used by Corporation or necessary for or integral to the operation of the Project, free and clear of any lease, lien or encumbrance except the Permitted Encumbrances. Except for Permitted Encumbrances, the Trust Estate and each component thereof is free and clear of security interests. There are no proceedings in condemnation or eminent domain affecting the Project, and to the knowledge of Corporation, none is threatened and steps preliminary to any such proceeding, such as notices of intent to acquire property, have not been taken. No Person has any option or other right to purchase all or any portion of the Trust Estate or any interest therein. The security interest in the Trust Estate creates and perfects a first priority security interest therein in favor of the Trustee as a secured party with respect to those items in which a security interest may be perfected. (j) The Project is not subject to any federal, state or local regulatory scheme that does not generally affect all properties in the locality in which the Project is located. (k) Each Management Agreement will be a "Qualified Management Agreement"under Section 141 of the Code and Rev. Proc. 97-13, 1997-5 I.R.B.18. 4833-7920-8961.4 75 estions the exclusion from gross income for federal income tax purposes of interest on the Bonds; (v) questions the power or authority of the Corporation to carry out the transactions contemplated by the Transaction 4833-7920-8961.4 74 the Corporation and the Trustee within 120 days after the end of each Operating Year 4833-7920-8961.4 73 overing the Project the following provisions: 4833-7920-8961.4 71 have the right to operate and manage the 4833-7920-8961.4 70 ly reasonable efforts to operate within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (1) Corporation has provided or will provide or cause to be provided to Trustee and, if requested, the Bond Insurer with true and complete copies of all contracts and agreements currently affecting the Site and the operation and management of the Project to which it is a party or which it has in its possession, including the existing Management Agreement, any leasing brokerage agreement, and all other contracts or agreements relating to the use, maintenance, development, operation or management thereof Except for the rights of current Manager pursuant to the existing Management Agreement, no Person has any right or obligation to manage the Project, or to receive compensation in connection with such management. Except for the current Manager pursuant to the existing Management Agreement, no Person has any right or obligation to sell, lease, or solicit purchasers or tenants for the Project or any part thereof, or to receive compensation in connection with such sale or leasing. (m) There are no judgments outstanding against Corporation, or affecting any property or assets of Corporation, nor is there any action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration now pending or, to the knowledge of Corporation after due inquiry, threatened against Corporation. (n) Except for the Transaction Documents, none of Corporation or its Affiliates is a party to or bound by,nor is any property of such Person subject to or bound by, any contract or other agreement which restricts Corporation's ability to conduct its business in the ordinary course or, either individually or in the aggregate, has a Material Adverse Effect on the Corporation or the Project or could reasonably be expected to have a Material Adverse Effect on the Corporation or the Project. (o) Corporation is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Contractual Obligation of Corporation which, if violated, could have a Material Adverse Effect, and no condition exists that, with the giving of notice or the lapse of time or both, would constitute such a default. (p) (i) There are no Environmental Claims pending or asserted or threatened against Corporation, or relating to the Site, and to Corporation's knowledge, there are no conditions associated with the site that reasonably could give rise to such Environmental Claims. Except as expressly and specifically disclosed in the Environmental Reports received by the Trustee prior to Closing, neither Corporation nor, to the knowledge of Corporation, any other Person has caused or permitted any Hazardous Material to be released or disposed of on-site, or to be used, generated, recycled, handled, reclaimed, transported, treated, or stored in a manner which could form the basis for an Environmental Claim against Corporation or could have contaminated or otherwise relate to the Site's compliance with Environmental Laws. (ii) Except as expressly and specifically disclosed in the Environmental Reports delivered to Trustee prior to Closing, and except for materials customarily used or stored in connection with operation and management of construction sites similar to the Site, which materials at the Site 4833-7920-8961.4 76 1 4833-7920-8961.4 74 the Corporation and the Trustee within 120 days after the end of each Operating Year 4833-7920-8961.4 73 overing the Project the following provisions: 4833-7920-8961.4 71 have the right to operate and manage the 4833-7920-8961.4 70 ly reasonable efforts to operate within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. exist only in reasonable quantities and are stored, contained, transported, and used, reasonably (and without on-site disposal or release) and without violation of any Environmental Laws, no Hazardous Materials are or to the knowledge of Corporation, were stored or otherwise located, and no underground storage tanks or surface impoundments are or to the knowledge of Corporation, were located, on the Site or any other real property currently or formerly owned, leased or operated by Corporation, or to the knowledge of Corporation after due inquiry, on adjoining parcels of real property, and no part of such real property, or to the knowledge of Corporation after due inquiry, no part of such adjoining parcels of real property, including the groundwater located therein or thereunder, is presently contaminated by Hazardous Materials. (iii) Corporation and all Persons engaged in construction activities at the Site have been and are currently in compliance with all applicable Environmental Laws, including obtaining, complying with and maintaining in effect all permits, licenses or other authorizations required by applicable Environmental Laws. (q) Corporation is not in violation of any law, ordinance, rule, regulation, order, or other requirement of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over Corporation, the conduct of its business or the ownership of its properties, which violation or non-compliance would subject Corporation or any of its Affiliates, officers, trustees, or employees to criminal liability or could reasonably be expected to have, either individually or together with all such other violations and non-compliance, a Material Adverse Effect on the Corporation or the Project, and no such violation has been alleged. Corporation has filed in a timely manner all reports, documents and other materials required to be filed by it with any governmental bureau, agency or instrumentality(and the information contained in each of such filings is true, correct and complete in all respects), except where failure to make such filings would not have a Material Adverse Effect on the Corporation or the Project. Corporation has retained all records and documents required to be retained by them pursuant to any law, ordinance, rule,'regulation, order, policy, guideline or other requirement of any governmental authority, except where failure to retain such records would not subject such party or any of its Affiliates, officers, trustees, or employees to criminal liability and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Corporation or the Project. (r) All requisite building permits, conditional use permits, licenses and approvals from all applicable governmental authorities or regulatory bodies relating to the Project, the Approved Plans and the proposed use of the Site have been, or will be, obtained as and when required by Applicable Law in order to commence and perform the Work. Corporation and/or Persons acting at the direction of or on behalf of Corporation have complied with all other governmental requirements related to the commencement and construction of the Work, as and when required by Applicable Law in order to commence and perform the Work. 4833-7920-8961.4 77 61.4 74 the Corporation and the Trustee within 120 days after the end of each Operating Year 4833-7920-8961.4 73 overing the Project the following provisions: 4833-7920-8961.4 71 have the right to operate and manage the 4833-7920-8961.4 70 ly reasonable efforts to operate within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (s) All utility services, including without limitation, gas, electric, water, storm and sanitary sewer and telephone facilities, necessary for the construction of the Project and the operation thereof for its intended purposes (a) are available at or within the boundaries of the Site, and either reach or will reach the Site through adjoining public streets, or if they pass through adjoining private real estate, do so in accordance with valid, permanent, non-terminable public or private easements, or (b) all necessary steps have been taken by or on behalf of Corporation and all applicable governmental or quasi- governmental authorities or regulatory bodies, if any, and utility companies to assure the complete construction, installation and availability thereof upon completion of the Improvements. (t) With respect to ERISA: (i) The Corporation and each ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the Code regarding each Plan. (ii) Each Plan is, and has been, maintained in substantial compliance with ERISA and, where applicable, the Code. (iii) No liability to the PBGC (other than for the payment of current premiums which are not past due) by the Corporation or any ERISA Affiliate has been or is expected by the Corporation or any ERISA Affiliate to be incurred with respect to any Title IV Plan. (iv) No ERISA Event has occurred or is reasonably expected to occur. (v) The actuarial present value of the benefit liabilities (computed on a plan termination basis in accordance with Title IV of ERISA) under each Title IV Plan (other than a Multiemployer Plan) do not, as of the end of the plan's most recently ended fiscal year, exceed the then fair market value of the plan's assets allocable to such benefit liabilities. The term "actuarial present value of the benefit liabilities" shall have the meaning specified in Section 4041 of ERISA. (vi) The Corporation has not incurred any Withdrawal Liability. (vii) Neither the Corporation nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA. Section 7.35. Additional Covenants. Corporation hereby covenants for the benefit of Trustee, the Registered Owners and all third party beneficiaries of this Indenture as follows: (a) (i) Corporation shall at all times comply or cause compliance at the Project and Site with all applicable Environmental Laws (other than inadvertent or unintentional de minimis instances of noncompliance). Corporation shall not, and shall not suffer, consent or permit any other Person to: (A) violate any applicable Environmental Law (other than inadvertent or unintentionally de 4833-7920-8961.4 78 applicable governmental authorities or regulatory bodies relating to the Project, the Approved Plans and the proposed use of the Site have been, or will be, obtained as and when required by Applicable Law in order to commence and perform the Work. Corporation and/or Persons acting at the direction of or on behalf of Corporation have complied with all other governmental requirements related to the commencement and construction of the Work, as and when required by Applicable Law in order to commence and perform the Work. 4833-7920-8961.4 77 61.4 74 the Corporation and the Trustee within 120 days after the end of each Operating Year 4833-7920-8961.4 73 overing the Project the following provisions: 4833-7920-8961.4 71 have the right to operate and manage the 4833-7920-8961.4 70 ly reasonable efforts to operate within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. minimis instances of noncompliance); or (B) generate, use, treat, recycle, reclaim, transport, handle, store, release or dispose of any Hazardous Materials in or into, on, under or onto, or from (except for such generation, use, transport, handling, or storage of those Hazardous Materials in such quantities and under such circumstance as are reasonably necessary for the construction, use, maintenance and operation of the Project, provided Corporation complies (and causes other Persons to comply with) applicable Environmental Laws and except for such air emissions and wastewater discharges to sewer systems made in strict compliance with all Applicable Environmental Laws and permits), any real property owned, leased or operated by Corporation; or (C) permit any Lien imposed pursuant to any Environmental Law to be imposed or to remain on the Site or any other real property owned, leased or operated by Corporation. (ii) Corporation shall promptly take and diligently prosecute or cause to be prosecuted any and all necessary Remedial Actions upon obtaining knowledge of the presence, storage, use, disposal, transportation, active or passive migration, release or discharge of any Hazardous Materials on, from, in, under or about the Site or any other real property owned, leased or operated by Corporation. Upon obtaining knowledge of any condition of or affecting the Site that is in violation of any applicable licable Environmental Law, Corporation shall � promptly correct such condition or cause it to be, corrected. In the event Corporation undertakes or causes to be undertaken any Remedial Action with respect to any Hazardous Material on, from, in, under or about the Site or any other real property owned, leased or operated by Corporation, Corporation shall conduct and complete such Remedial Action in compliance with all applicable Environmental Laws, and in accordance with the applicable policies, orders and directives of all federal, state and local governmental authorities. (iii) If Trustee at any time has a reasonable basis to believe that there may be a violation of any Environmental Law by, or any basis for a material claim or liability arising thereunder of, Corporation or related to the Site or any other real property owned, leased or operated by Corporation, then Corporation agrees, upon request from Trustee, to provide Trustee with such reports, certificates, engineering studies or other written material or data as Trustee may reasonably require so as to satisfy Trustee that Corporation is in compliance with all applicable Environmental Laws and that no conditions exist that may give rise to an Environmental Claim. (iv) Corporation shall promptly upon becoming aware thereof advise Trustee in writing and in reasonable detail of: (A) any release, disposal or discharge of any Hazardous Material on, from, in, under, or about the Site required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws or that could give rise to an Environmental Claim, except such air emissions or wastewater discharges pursuant to and in compliance with valid permits, authorizations or registrations under said Environmental Laws; (B) any and all written communications sent or received by Corporation with respect to any actual or potential Environmental 4833-7920-8961.4 79 7920-8961.4 77 61.4 74 the Corporation and the Trustee within 120 days after the end of each Operating Year 4833-7920-8961.4 73 overing the Project the following provisions: 4833-7920-8961.4 71 have the right to operate and manage the 4833-7920-8961.4 70 ly reasonable efforts to operate within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Claims or any release, disposal or discharge of Hazardous Material reported to any federal, state or local governmental or regulatory agency or with respect to any instance or alleged or actual non-compliance with any applicable Environmental Law; (C) any Remedial Action taken by Corporation or any other Person in response to any Hazardous Material on, from, in, under or about the Site or any other real property owned, leased or operated by Corporation, the existence of which could result in an Environmental Claim that could have a Material Adverse Effect; (D) the discovery by Corporation of any occurrence or condition on any real property adjoining or in the vicinity of any real property owned, leased or operated by Corporation that could cause such real property or any part thereof to be classified as "border-zone property" or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws; and (E) any request for information from any governmental agency that indicates such agency is investigating whether Corporation may be potentially responsible for a release, disposal or discharge of Hazardous Materials or maybe in violation of any applicable Environmental Law. (v) Corporation shall promptly notify Trustee of any proposed action to be taken pertaining in any way to the Site to commence any operations that could reasonably be expected to subject Corporation or the Site to additional laws, rules or regulations, including laws, rules and regulations requiring additional or amended or substantially different environmental Permits or licenses. Corporation shall, at its own expense, provide copies of such documents or information as Trustee may reasonably request in relation to any matters disclosed pursuant to this Section. (vi) Corporation shall also conduct and complete or cause to be conducted and completed all investigations, studies, sampling, and testing, and all Remedial Actions necessary to clean up and remove any Hazardous Materials and Asbestos from at, on, in, under, about or emanating from the Site in accordance with all applicable Environmental Laws, to the extent necessary to allow continued use of the Site for its intended use, without private party or governmental disclosures, notification or covenants pursuant to any Hazardous Material Laws being required or imposed and such all investigations and remediation of air, vapor, soil, water or groundwater shall result in government agency concurrence that no further action is required and, further, shall result in a "clean closure" constituting permanent removal of all Hazardous Material at, on, in, or under or emanating from the Site. "Clean closure" shall not require removal of Hazardous Material to below naturally occurring background concentrations, unless the relevant government agency determines such removal is necessary for issuance of the "clean closure" determination. A "clean closure" shall be achieved even if not strictly mandatory under applicable Hazardous Materials Laws. (b) Corporation shall duly and punctually perform, observe and comply, or cause the due and punctual performance, observance and compliance, in all material respects with all of the terms, provisions, conditions, covenants and agreements on its 4833-7920-8961.4 80 7920-8961.4 77 61.4 74 the Corporation and the Trustee within 120 days after the end of each Operating Year 4833-7920-8961.4 73 overing the Project the following provisions: 4833-7920-8961.4 71 have the right to operate and manage the 4833-7920-8961.4 70 ly reasonable efforts to operate within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. part to be performed, observed and complied with hereunder and under the other Transaction Documents and all other agreements entered into or assumed by such Person in connection with the Site or the Project or any part thereof, and will not suffer or permit any default or event of default (giving effect to any applicable notice requirements and cure periods)to exist under any of the foregoing. (c) Corporation shall not create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness, save and except for Operating Expenses or other expenses recognized as the expenses or obligations of the Corporation under any of the Bond Documents or other Transaction Documents. (d) Corporation shall not be or become liable as a guarantor, surety or otherwise for any obligation of any other Person or for any Contingent Obligation of any kind. (e) Corporation shall not do any act in contravention of any of the Project Requirements or any Transaction Document. (f) Except as permitted pursuant to the Transaction Documents, Corporation shall not restrict the use of its cash or restrict its payment of distributions; or otherwise agree or consent to a matter the effect of which would be to restrict or impair its right or ability to perform under this Agreement or any Transaction Document or to comply with any Requirement. (g) Except with respect to making any claim under the Payment and Performance Bond, the Corporation shall not take any action with respect to the Payment and Performance Bond or otherwise which would give rise to any defense on the part of the Payment and Performance Bond Surety under the Payment and Performance Bond. (h) Corporation shall provide or cause Manager to provide to Trustee and, upon request, the Bond Insurer the following financial statements and information on a continuing basis so long as any of the Bonds are Outstanding: (i) Within two hundred seventy (270) days after the end of the fiscal year of Corporation, Certified Financial Statements. Within two hundred seventy (270) days following the end of each Fiscal Year, Corporation will deliver a written statement by its Accountants (A) stating that such examination has included a review of Sections 7.35(h) and (i) of this Indenture as such terms relate to Corporation and its compliance with accounting matters, (B) stating whether, in connection with such examination, any failure to comply therewith has come to their attention, and (C) if such a condition or event has come to their attention, specifying the nature and period of existence thereof (ii) Within thirty (30) days after the end of each quarter, REVPAR reports (A) for such quarter, (B) for the year to date, including a comparison to the Competitive Set, and (C) for the 12-month period ending in and including the subject quarter. 4833-7920-8961.4 81 ary for issuance of the "clean closure" determination. A "clean closure" shall be achieved even if not strictly mandatory under applicable Hazardous Materials Laws. (b) Corporation shall duly and punctually perform, observe and comply, or cause the due and punctual performance, observance and compliance, in all material respects with all of the terms, provisions, conditions, covenants and agreements on its 4833-7920-8961.4 80 7920-8961.4 77 61.4 74 the Corporation and the Trustee within 120 days after the end of each Operating Year 4833-7920-8961.4 73 overing the Project the following provisions: 4833-7920-8961.4 71 have the right to operate and manage the 4833-7920-8961.4 70 ly reasonable efforts to operate within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (iii) Within forty-five (45) days of the end of each calendar quarter, true and complete copies of unaudited statements of operations of Corporation, in accordance with Generally Accepted Accounting Principles, which statements shall include a statement of income and expenses for the quarter then ended, certified by the Authorized Corporation Representative, to the best of his or her knowledge or belief after due inquiry, to accurately represent the financial condition of Corporation. (iv) Within forty-five (45) days after the end of each calendar quarter, operating statements (including statement of income and expenses) for the Project prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and on an accrual basis, (A) for such quarter, (B) for the year to date, including a comparison of budgeted to actual income and expenses and an explanation of material variances, and (C) for the 12-month period ending in and including the subject quarter. (v) As soon as available, but in no event more than thirty (30) days after the filing deadline, as may be extended from time to time, copies of all federal, state and local tax returns of Corporation, if any, together with all supporting documentation and required schedules certified by the Authorized Corporation Representative as true, correct and complete. (i) Corporation shall maintain or cause to be maintained with respect to the Project systems of accounting established and administered in accordance with sound business practices and sufficient in all respects to permit preparation of financial statements in accordance with Generally Accepted Accounting Principles and the Uniform System of Accounts. All financial statements with respect to the Project shall be prepared in accordance with Generally Accepted Accounting Principles and the Uniform System of Accounts, consistently applied. (j) Promptly upon receipt thereof, Corporation shall deliver copies of all significant reports submitted by the Accountants in connection with each annual, interim or special audit of the financial statements or other affairs of Corporation made by such accountants, including the comment letter submitted by such Accountants to management in connection with the annual audit. (k) Promptly upon Corporation obtaining knowledge of (i) the institution of any action, suit, proceeding, governmental investigation or arbitration against or affecting Corporation, or the Project or any part thereof not previously disclosed in writing by Corporation to Trustee or (ii) any material development in any action, suit, proceeding, governmental investigation or arbitration at any time pending against or affecting Corporation or the Project or-any part thereof, that, in each case, is reasonably likely to have a Material Adverse Effect, Corporation shall give notice thereof to Trustee and provide such other information as may be reasonably available to them to enable Trustee and its counsel to evaluate such matter. Corporation shall not grant any approval for the settlement of any such action, suit, proceeding, governmental investigation or arbitration involving the payment of more than $1,000,000 without the prior written consent of the 4833-7920-8961.4 82 ovenants and agreements on its 4833-7920-8961.4 80 7920-8961.4 77 61.4 74 the Corporation and the Trustee within 120 days after the end of each Operating Year 4833-7920-8961.4 73 overing the Project the following provisions: 4833-7920-8961.4 71 have the right to operate and manage the 4833-7920-8961.4 70 ly reasonable efforts to operate within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Controlling Party, which consent shall not be unreasonably withheld, delayed or conditioned. (I) Corporation will notify Trustee immediately upon its receipt of knowledge as to a Material Matter. (m) Corporation shall diligently enforce its rights under each Transaction Document and ensure due performance by each other party thereto of its obligations thereunder if the failure to perform by such party is reasonably likely to have a Material Adverse Effect. (n) The Corporation will not expand the Hotel by more than 25,000 square feet for purposes other than expansion of the number of guest rooms for the Hotel without the prior written consent of the Controlling Party. (o) The Corporation shall furnish to the Trustee and the Bond Insurer: (i) Promptly after the Corporation or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a written statement of an Authorized Corporation Representative of the Corporation describing such event and the action, if any, that the Corporation or such ERISA Affiliate has taken and proposes to take with respect thereto and on the date any records, documents or other information must be furnished to the PBGC by the Corporation or an• ERISA Affiliate with respect to any Title IV Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and information; and (ii) Promptly upon receipt thereof by the Corporation or any ERISA Affiliate, copies of each notice from the PBGC stating its intention to terminate any Title IV Plan or to have a trustee appointed to administer any Title IV Plan; and (iii) Promptly upon the request of the Trustee or the Bond Insurer after the filing thereof, copies of each Schedule B (actuarial information) to the annual report (Form 5500 Series) with respect to each Title IV Plan maintained by the Corporation or an ERISA Affiliate which have been filed with the U.S. Department of Labor or any trust created thereunder; and (iv) Promptly upon receipt thereof by the Corporation or any ERISA Affiliate from the sponsor of a Multiemployer Plan, copies of each notice. concerning (A) the imposition of Withdrawal Liability by any such Multiemployer Plan, (B) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan or (C) the amount of liability incurred, or that may be incurred, by the Corporation or any ERISA Affiliate in connection with any event described in clause (A) or(B); The Corporation will observe and comply in all material respects with all laws (including ERISA), ordinances, orders, judgments, rules, regulations, certifications, franchises, permits, licenses, directions, and requirements of all governmental bodies, which now or at any time 4833-7920-8961.4 83 sonably likely to have a Material Adverse Effect, Corporation shall give notice thereof to Trustee and provide such other information as may be reasonably available to them to enable Trustee and its counsel to evaluate such matter. Corporation shall not grant any approval for the settlement of any such action, suit, proceeding, governmental investigation or arbitration involving the payment of more than $1,000,000 without the prior written consent of the 4833-7920-8961.4 82 ovenants and agreements on its 4833-7920-8961.4 80 7920-8961.4 77 61.4 74 the Corporation and the Trustee within 120 days after the end of each Operating Year 4833-7920-8961.4 73 overing the Project the following provisions: 4833-7920-8961.4 71 have the right to operate and manage the 4833-7920-8961.4 70 ly reasonable efforts to operate within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. hereafter may be applicable to the Corporation, except such thereof as shall be contested in good faith and by appropriate proceedings diligently conducted by the Corporation and as to which appropriate reserves are being maintained. The Corporation will not (1) engage in any "prohibited transaction," as such term is defined in Section 4975 of the Code or Section 406 of ERISA (other than transactions that are exempt by ERISA, its regulations or its administrative exemptions), with respect to any Plan, (2) incur or permit any ERISA Affiliate to incur any "accumulated funding deficiency" (within the meaning of Section 412 of the Code), (3) terminate, or permit any ERISA Affiliate to terminate, any Title IV Plan, or permit the occurrence of any event or condition which presents a risk of termination by the PBGC of any Title IV Plan, (4) withdraw or effect a partial withdrawal from or permit any ERISA Affiliate to withdraw or effect a partial withdrawal from a Multiemployer Plan, (5)permit any lien upon the property or rights to property of the Corporation under Section 302(f) of ERISA, or (6) or incur any liability under ERISA, the Code or other applicable law in respect of any Plan maintained for the benefit of employees or former employees of the Corporation or an ERISA Affiliate (other than liability to pay benefits, contributions, premiums or expenses when due in the ordinary course of the operation of such Plan), if in each case (1) through(6)the Corporation's liability for such event would have a Material Adverse Effect. ARTICLE VIII DISCHARGE AND DEFEASANCE Section 8.01. Discharge of Indenture. If the Corporation, its successors or assigns, shall well and truly pay, or cause to be paid, all of the principal, Accreted Value and Redemption Price of and interest on the Bonds, at the times and in the manner provided in the Bonds according to the true intent and meaning thereof, and shall cause the payments to be made into the Funds and Accounts established hereunder and in the amounts required hereby, or shall provide, as permitted hereby, for the payment thereof by depositing with or for the account of the Trustee an amount sufficient to provide for payment of the entire amount due or to become due thereon (including any amount due or to become due with respect to the Bonds under Section 148 of the Code), and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it on or prior to the date such payments are made, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then, upon such payment and performance, this Indenture and the rights and liens hereby granted shall cease, determine and be void; provided, however, that the Corporation's obligations under Section 7.10 hereof, the Trustee's obligation under Section 3.04 hereof, and the Corporation's indemnification obligations and the Trustee's rights and protections shall survive such discharge; otherwise, this Indenture is to be and shall remain in full force and effect. In the event that this Indenture is discharged as herein provided, the Trustee shall cause an accounting for such period or periods as shall be requested by the Corporation to be prepared and filed with the Corporation and, upon the request of the Corporation, shall execute and deliver to the Corporation all such instruments as may be desirable to evidence such discharge and satisfaction, and the Fiduciaries shall pay over or deliver to the City all moneys or securities held by them pursuant to this Indenture in respect of such Series which are not required for the payment of principal, Accreted 4833-7920-8961.4 84 te within the approved Operating Plan and Budget and the Capital Budget, or (2) to obtain Corporation's approval prior to making 4833-7920-8961.4 69 license and other permits or licenses necessary for the lawful 4833-7920-8961.4 63 ivery(or completion) Name Jt� r \.<.Y l Signature' calendar days following award Title C�c e-, ()U)ne r Phone atia„'c ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Value or Redemption Price, and interest on the Bonds of such Series not theretofore surrendered for such payment or redemption. Section 8.02. Defeasance. Any Outstanding Bonds of any Series shall, prior to the maturity or redemption date thereof, be deemed to have been paid within the meaning and with the effect expressed in Section 8.01 hereof if(a) in case any of such Bonds are to be redeemed on any date prior to their maturity, the Corporation shall have given to the Trustee in form satisfactory to it a Letter of Instructions containing irrevocable instructions to give notice of redemption of such Bonds on said date as provided in Article IV hereof, (b)there shall have been deposited with the Trustee, in trust, either money in an amount which shall be sufficient, or Defeasance Investment Securities which are not callable or prepayable prior to maturity the principal of and interest on which without any reinvestment thereof when due will provide money which, together with the money, if any, deposited with the Trustee at the same time, shall be sufficient, in the opinion of an independent certified public accountant, to pay when due the principal, Accreted Value or Redemption Price of, and interest due and to become due on, such Bonds on or prior to the redemption date or maturity date thereof, as the case maybe, (c) in the event such Bonds are not to be redeemed within the next succeeding 60 days, the Corporation shall have given the Trustee in form satisfactory to it a Letter of Instructions containing irrevocable instructions to mail, as soon as practicable, notice to the Registered. Owners of all such Bonds that the deposit required by clause (b) above has been made with the Trustee or an escrow agent and that such Bonds are deemed to have been paid in accordance with this Section and stating such maturity or Redemption Date upon which money is to be made available for the payment of the principal or Redemption Price of and interest on such Bonds, and (d) there shall be delivered to the Trustee a written opinion of Bond Counsel to the effect that the provisions of this Section have been complied with so that such Bonds are no longer entitled to the benefits of this Indenture and such defeasance will not adversely affect the exclusion of the interest on the Bonds from gross income for federal income tax purposes. Any Defeasance Investment Securities consisting of U.S. Agency for International Development (U.S.A.I.D.) Guaranteed • Notes must mature at least four Business Days before the appropriate payment date. Neither Defeasance Investment Securities nor money deposited with the Trustee or an escrow agent pursuant to this Section nor principal or interest payments on any such Defeasance Investment Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal, Accreted Value or Redemption Price of and interest on said Bonds; provided that any cash received from such principal or interest payment on such Defeasance Investment Securities, (i) to the extent such cash will not be required at any time for such purpose, shall be paid over to the Corporation as received, free and clear of any trust, lien, security interest, pledge or assignment securing such Bonds or otherwise existing under this Indenture, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues, and (ii) to the extent such cash will be required for such purpose at a later date, shall, to the extent practicable, be reinvested in the Defeasance Investment Securities maturing at times and in amounts sufficient to pay when due the principal, Accreted Value or Redemption Price of and interest to become due on such Bonds, on or prior to such Redemption Date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. the Corporation, except to the extent that such Bonds are called for redemption at the time provision is made for the defeasance thereof, as provided in this Section 8.02. Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due on the Series 2007 Bonds shall be paid by the Bond Insurer pursuant to the Financial Guaranty Insurance Policy, the Series 2007 Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Corporation, and the assignment and pledge of the Trust Estate and all covenants, agreements and other obligations of the Corporation to the registered owners shall continue to exist and shall run to the benefit of the Bond Insurer, and the Bond Insurer shall be subrogated to the rights of such registered owners. ARTICLE IX DEFAULT AND REMEDIES Section 9.01. Rights and Remedies, Generally. Subject to the provisions of this Indenture, the Registered Owners of the Bonds, the Controlling Party and the Trustee acting for all of the Registered Owners of the Bonds shall be entitled to all of the rights and remedies provided or permitted this Indenture or at law or in equity. Section 9.02. Events of Default. Each of the following events is hereby declared an "Event of Default"under this Indenture: (a) failure to make due and punctual payment of the principal or Redemption Price of any First Tier Bond when and as the same shall become due and payable, whether at maturity or by call for redemption, or otherwise; (b) failure to make due and punctual payment of any installment of interest on . any First Tier Bond or the unsatisfied balance of any Sinking Fund Installment therefor (except when such Sinking Fund installment is due on the maturity date of such Bond), when and as such interest installment or Sinking Fund Installment shall become due and payable; (c) as to the First Tier Bonds only, other than as described elsewhere in this Section 9.02, failure by the Corporation in the performance or observance of any other of the covenants, agreements or conditions on its part contained in this Indenture or any Supylemental Indenture or in the First Tier Bonds, and such failure shall continue for a period of 120 days after written notice thereof to the Corporation by the Trustee or to the Corporation and to the Trustee by the Controlling Party; provided, however, if the failure stated in the notice was due to the failure of another Person in its performance or observance of one or more of its covenants, agreements or conditions on its part contained in another Transaction Document, then instead of such 120-day grace period, no Event of Default shall have occurred so long as corrective action is instituted by the Corporation after any applicable grace period permitted under such Transaction Document for such Person and diligently pursued until corrected for a maximum time period of 30 days following the applicable grace period for such Person; 4833-7920-8961.4 86 all be paid over to the Corporation as received, free and clear of any trust, lien, security interest, pledge or assignment securing such Bonds or otherwise existing under this Indenture, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues, and (ii) to the extent such cash will be required for such purpose at a later date, shall, to the extent practicable, be reinvested in the Defeasance Investment Securities maturing at times and in amounts sufficient to pay when due the principal, Accreted Value or Redemption Price of and interest to become due on such Bonds, on or prior to such Redemption Date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (d) after the date on which no First Tier Bonds remain Outstanding, failure to make due and punctual payment of the principal or Redemption Price of any Second Tier Bond when and as the same shall become due and payable, whether at maturity or by call for redemption, or otherwise; (e) after the date on which no First Tier Bonds remain Outstanding, failure to make due and punctual payment of any installment of interest on any Second Tier Bond or the unsatisfied balance of any Sinking Fund Installment therefor (except when such Sinking Fund Installment is due on the maturity date of such Bond), when and as such interest installment or Sinking Fund Installment shall become due and payable; (f) after the date on which no First Tier Bonds remain Outstanding, other than as described elsewhere in this Section 9.02, failure by the Corporation in the performance or observance of any other of the covenants, agreements or conditions on its part contained in this Indenture or any Supplemental Indenture or in the Second Tier Bonds, and such failure shall continue for a period of 120 days after written notice thereof to the Corporation by the Trustee or to the Corporation and to the Trustee by the Controlling Party; provided, however, if the failure stated in the notice was due to the failure of another Person in its performance or observance of one or more of its covenants, agreements or conditions on its part contained in another Transaction Document, then instead of such 120-day grace period, no Event of Default shall have occurred so long as corrective action is instituted by the Corporation after any applicable grace period permitted under such. Transaction Document for such Person and diligently pursued until • corrected for a maximum time period of 30 days following the applicable grace period for such Person; (g) [RESERVED]; (h) [RESERVED]; (i) [RESERVED]; (j) the entry of a decree or order by a court having jurisdiction in the premises for relief in respect of the Corporation, or adjudging the Corporation a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, adjustment or composition of or in respect of the Corporation under the United States Bankruptcy Code or any other applicable federal or state law, or appointing a, custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of or for the Corporation or any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; (k) the commencement by the Corporation of a voluntary case under the United States Bankruptcy Code, or the filing by it of a petition or answer or consent seeking reorganization, arrangement or relief under the United States Bankruptcy Code or any other applicable federal or state law, or the consent or acquiescence by it to the filing of any such petition or the appointment of or taking possession by a custodian, receiver, 4833-7920-8961.4 87 t securing such Bonds or otherwise existing under this Indenture, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues, and (ii) to the extent such cash will be required for such purpose at a later date, shall, to the extent practicable, be reinvested in the Defeasance Investment Securities maturing at times and in amounts sufficient to pay when due the principal, Accreted Value or Redemption Price of and interest to become due on such Bonds, on or prior to such Redemption Date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. liquidator, assignee, trustee, sequestrator (or other similar official) of the Corporation or any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability or its failure to pay its debts generally as they become due, or the taking of corporate action by the Corporation in furtherance of any such action; (1) any representation or warranty made by the Corporation herein or in any document, instrument or certificate furnished to the Trustee or the Bond Insurer in connection with the issuance of any Series of Bonds shall at any time prove to have been incorrect in any material respect as of the time made; provided that if it can be corrected by the Corporation and such default was unintentional, the Corporation shall have a 60-day period to make such correction prior to an Event of Default occurring; (m) the termination of the Management Agreement and a new management agreement has not been delivered to the Trustee within sixty (60) days from the effective date of such termination; except that, if the Corporation is unable to locate a new manager in accordance with Section 7.30 herein within such sixty (60) day period, such failure shall not become an Event of Default so long as the Corporation is diligently proceeding to locate such a manager, the Performance Standard is being met and the Corporation has retained a Hotel Consultant to provide advice to the Corporation in operating the Project; (n) if the City or the Corporation or any other Person under the control of the City or the Corporation, on behalf of the City or the Corporation, acquires or commence the development of a Restricted Hotel within the Restricted Area, or issues its tax exempt bonds in support of or otherwise supports a Restricted Hotel located or to be developed within the Restricted Area (other than tax exempt bonds issued to finance public improvements located on or in proximity to a hotel or the use of tax increments or tax abatements or other commonly used development incentives), or enters into a room block commitment agreement which would have the effect of diverting convention business from the Hotel (other than in connection with business diverted when the Hotel reaches substantially full occupancy). Notwithstanding the previous ..sentence, an Event of Default shall not occur if (i) the Controlling Party consents thereto and (ii) the Debt Service Coverage Ratio for the First Tier Bonds was at least the Base Case during the preceding 12-month period and a Hotel Consultant forecasts that for the five-year period following the completion of the competing hotel the Projected Debt Service Coverage Ratio for such five-year period will be at least the Base Case; (o) if the City or the Corporation or any Person acting on behalf of the City or the Corporation designates any hotel within the City of Omaha as one of the City's convention center headquarters hotel, or if the City formally commences condemnation proceedings against all or any part of the Project (other than fines or penalties assessed against the Project for non-compliance with an Applicable Law); (p) if the City levies or imposes any tax, fee or other charge on the Project or Gross Revenues in a manner disproportionate to any other tax, fee or other charge on other hotels within the Restricted Area; 4833-7920-8961.4 88 nvested in the Defeasance Investment Securities maturing at times and in amounts sufficient to pay when due the principal, Accreted Value or Redemption Price of and interest to become due on such Bonds, on or prior to such Redemption Date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (q) if the City closes the facilities currently constituting the Omaha Convention Center or changes the use of such facilities to a use other than as the City's Convention Center and a Hotel Consultant forecasts that such closure or change will have a material adverse effect on the Gross Operating Revenues; (r) any Transaction Document including without limitation, the Ordinance for any reason ceases to be in full force and effect or is declared to be null and void which has a Material Adverse Effect; (s) failure of the Corporation to maintain or cause the Manager to maintain the insurance required by Section 7.23 hereof; and continuance of such failure for a period of five Business Days after there has been given to the Corporation and the Manager by the Trustee a written notice of such failure; (t) default in the payment of the principal of, premium, if any, or interest on any Indebtedness not evidenced by a Bond when the same becomes due and payable, and any applicable grace period shall have expired, or an event of default as defined in any mortgage, indenture or other instrument under or pursuant to which there was issued or incurred, or by which there is secured, any such Indebtedness; provided, however, a default in payment thereunder shall not constitute an event of default unless the unpaid principal amount of such Indebtedness, together with the unpaid principal amount of all other Indebtedness so in default, exceeds $3,000,000; (u) any judgment which is final, writ or warrant of attachment or any similar process shall be entered or filed against the Corporation or against any Property thereof and remains unvacated, unpaid, unbonded, unstayed or uncontested in good faith for a period of 30 days; provided, however, that none of the foregoing shall constitute an event of default unless the amount of such judgment, writ, warrant of attachment or similar process, together with the amount of all other such judgments, writs, warrants or similar processes so unvacated, unpaid, unbonded, unstayed or uncontested, exceeds $3,000,000; and (v) an amount has been withdrawn from the City Appropriation Fund and (i) such amount is not replenished during the next fiscal year of the City or (ii) if the amount of such shortfall is required to be replenished in order for the Corporation to pay Debt Service on the Series 2007 Bonds prior to such time, such amount is not replenished on or prior to the date that is two weeks before the date of such payment. ANYTHING IN THIS INDENTURE TO THE CONTRARY NOTWITHSTANDING, UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT AS DEFINED HEREIN, THE CONTROLLING PARTY SHALL BE ENTITLED TO CONTROL AND DIRECT THE ENFORCEMENT OF ALL RIGHTS AND REMED I H S GRANTED TO THE HOLDERS OR THE TRUSTEE FOR THE BENEFIT OF THE HOLDERS UNDER THIS INDENTURE, INCLUDING, WITHOUT LIMITATION, (I) THE RIGHT TO ACCELERATE THE PRINCIPAL OF THE FIRST TIER BONDS AS DESCRIBED IN THIS INDENTURE, AND (II) THE RIGHT TO ANNUL ANY DECLARATION OF ACCELERATION, AND THE 4833-7920-8961.4 89 art of the Project (other than fines or penalties assessed against the Project for non-compliance with an Applicable Law); (p) if the City levies or imposes any tax, fee or other charge on the Project or Gross Revenues in a manner disproportionate to any other tax, fee or other charge on other hotels within the Restricted Area; 4833-7920-8961.4 88 nvested in the Defeasance Investment Securities maturing at times and in amounts sufficient to pay when due the principal, Accreted Value or Redemption Price of and interest to become due on such Bonds, on or prior to such Redemption Date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. CONTROLLING PARTY SHALL ALSO BE ENTITLED TO APPROVE ALL WAIVERS OF EVENTS OF DEFAULT. Upon the occurrence of an Event of Default, the Trustee shall promptly provide written notice by first class mail to the Registered Owners of the Bonds then Outstanding, the Controlling Party, the Bond Insurer and the Beneficial Owners of the Bonds then Outstanding who have provided such information to the Trustee as is reasonably required by the Trustee to enable it to provide such notice to such Beneficial Owners (i) of such Event of Default and (ii)the action or remedy, if any, then proposed to be taken by the Trustee at the direction of the Controlling Party. The Trustee shall be fully protected in acting in accordance with the directions of the Controlling Party, and shall so act. AS LONG AS ANY FIRST TIER BONDS REMAIN OUTSTANDING, NO EVENT OF DEFAULT HEREUNDER WILL EXIST OR MAY BE DECLARED WITH RESPECT TO ANY SECOND TIER BONDS. Section 9.03. Notice of Default. Upon knowledge of the existence of any Event of Default, the Trustee shall notify the Corporation, the City, the Bond Insurer and the Manager in writing as soon as practicable, but in any event within two (2) Business Days; provided, however, that the Trustee need not provide notice of any Event of Default if the Corporation has expressly acknowledged the existence of such Event of Default in a writing delivered to the Trustee. The Trustee shall recognize any cure of an Event of Default by the Manager or the City. Section 9.04. Specific Remedies. (a) If an Event of Default (other than with respect to the Second Tier Bonds while any First Tier Bonds are Outstanding) occurs and is continuing, then, subject to subsection (e) of this Section, the Trustee shall, upon the written request of the Controlling Party, and may, but only upon the written consent of the Controlling Party, and having been indemnified to its satisfaction (except with respect to the exercise of the remedy specified in clause (i) of this Section 9.04(a) for which the Trustee shall not be entitled to require indemnification as a precondition to the exercise of such remedy) take any or all or any combination of the following actions: (i) unless such Event of Default is an Event of Default under Section 9.02(c) or (1) which does not have a Material Adverse Effect on the Project, or any part thereof, declare flie principal of the First Tier Bonds to be immediately due and payable, whereupon that portion of the principal of the First Tier Bonds thereby coming due and the interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable, anything in this Indenture or in the Bonds to the contrary notwithstanding; (ii) by mandamus or other suit, action or proceeding at law or in equity require the Corporation to perform its covenants, representations and duties with respect to the First Tier Bonds under this Indenture; 4833-7920-8961.4 90 AS DESCRIBED IN THIS INDENTURE, AND (II) THE RIGHT TO ANNUL ANY DECLARATION OF ACCELERATION, AND THE 4833-7920-8961.4 89 art of the Project (other than fines or penalties assessed against the Project for non-compliance with an Applicable Law); (p) if the City levies or imposes any tax, fee or other charge on the Project or Gross Revenues in a manner disproportionate to any other tax, fee or other charge on other hotels within the Restricted Area; 4833-7920-8961.4 88 nvested in the Defeasance Investment Securities maturing at times and in amounts sufficient to pay when due the principal, Accreted Value or Redemption Price of and interest to become due on such Bonds, on or prior to such Redemption Date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (iii) by action or suit in equity require the Corporation to account as if it were the trustee of an express trust for the Registered Owners of the First Tier Bonds; (iv) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Registered Owners of the First Tier Bonds; (v) prohibit the Corporation from withdrawing moneys from any Funds or Accounts (except the Rebate Fund, the City Appropriation Fund, the Taxes and Insurance Fund, the Operating Reserve Fund and the Renewal and Replacement Fund)without the Controlling Parry's written consent; (vi) request that a court of competent jurisdiction appoint, to the extent permitted by law, a receiver or receivers of the Trust Estate, and the income, revenues, profits and use thereof, it being the intent hereof that, to the extent permitted by law, the Trustee shall be entitled to appointment of such a receiver as a matter of right; (vii) unless such Event of Default is an Event of Default under Section 9.02(c) or (k) which does not have a Material Adverse Effect on the Project, or any part thereof, commence foreclosure of the Deed of Trust by private sale or judicial foreclosure; provided that the Trustee shall first receive the written consents of the Registered Owners of not less than a majority in aggregate principal amount of the First Tier Bonds then Outstanding; (viii) upon the occurrence of an Event of Default described in Section 9.02(a) or (b) hereof, transfer moneys from any Funds or Accounts (other than amounts necessary to par Operating Expenses and amounts on deposit in the Taxes and Insurance Fund, the Rebate Fund, the City Appropriation Fund, and the Second Tier Debt Service Reserve Fund (to the extent permitted by Section 5.16(d))to the First Tier Debt Service Account of the Debt Service Fund; (ix) enter into such agreements or other arrangements as the Controlling Party determines, in its discretion, to be necessary or appropriate either to retain the Manager under the existing Management Agreement or make modifications to said Management Agreement; provided that there shall first be delivered an opinion of Bond Counsel to the effect that such agreements, arrangements or modifications will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any of the Bonds; (x) enforce all rights of the Corporation under the Management Agreement, including the right to terminate and replace such parties under a new qualified management agreement which is reasonable under the circumstances and necessary and appropriate to (A) maximize the current and long term value of the Project, (B) maximize Net Revenues, and (C) enhance the overall operating efficiency of the Project; 4833-7920-8961.4 91 e the Corporation to perform its covenants, representations and duties with respect to the First Tier Bonds under this Indenture; 4833-7920-8961.4 90 AS DESCRIBED IN THIS INDENTURE, AND (II) THE RIGHT TO ANNUL ANY DECLARATION OF ACCELERATION, AND THE 4833-7920-8961.4 89 art of the Project (other than fines or penalties assessed against the Project for non-compliance with an Applicable Law); (p) if the City levies or imposes any tax, fee or other charge on the Project or Gross Revenues in a manner disproportionate to any other tax, fee or other charge on other hotels within the Restricted Area; 4833-7920-8961.4 88 nvested in the Defeasance Investment Securities maturing at times and in amounts sufficient to pay when due the principal, Accreted Value or Redemption Price of and interest to become due on such Bonds, on or prior to such Redemption Date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (xi) take such actions, including the filing and prosecution of lawsuits, at the written direction of the Controlling Party, as may be required to enforce for the benefit of the Registered Owners the terms of any agreements or instruments relating to the Project, or any part thereof, which the Trustee, at the written direction of the Controlling Party may be entitled to enforce, including without limitation (i) the Design/Build Agreement and the Management Agreement, (ii) any construction contracts, design contracts or consulting contracts or operating agreements, (iii) any insurance policies, completion guaranties or the Payment and Performance Bond, and (iv) any other agreements or instruments which the Trustee, at the written direction of the Controlling Party, may be entitled to enforce; (xii) exercise any right of the Corporation to give any consent or notice, to take any act or refrain from taking any act, and otherwise act in the full place and stead of the Corporation in any Transaction Document, either in its name, the name of the Controlling Party or the Corporation (and in order to do so, the Corporation hereby grants the Trustee and the Controlling Party an irrevocable power of attorney to use the Corporation's name); provided that if the Event of Default is an Event of Default as set forth in Section 9.02(c) or(1), then such right to exercise the remedy set forth in this clause (xii) shall be restricted to relate solely to curing such Event of Default unless such Event of Default results in a Material Adverse Effect with respect to the Project, or any part thereof; or (xiii) take such other steps to protect and enforce its rights and the rights of the Registered Owners of the First Tier Bonds, whether by action, suit or proceeding in aid of the execution of any power herein granted or for the enforcement of any other appropriate legal or equitable remedy, including, but not limited to, proceeding by suit or suits, at law or in equity or by any other appropriate legal or equitable remedy, to enforce payment of the principal and Redemption Price of and interest then due on the First Tier Bonds. (b) If an Event of Default -.(while any Second Tier Bonds are Outstanding) occurs and is continuing, then, subject to subsection (e) of this Section, the Trustee shall, upon the written request of the Controlling Party and having been indemnified to its satisfaction (except with respect to the exercise of the remedy specified in clause (i) of this Section 9.04(b) for which the Trustee shall not be entitled to require indemnification as a precondition to the exercise of such remedy) take any or all or any combination of the following actions: (i) unless such Event of Default is an Event of Default under Section 9.02(f) or(1)which does not have a Material Adverse Effect on the Project, or any part thereof, accelerate the Bonds of each or all Tiers, whereupon all principal of and interest on such Bonds shall immediately become due; provided that the Trustee shall first receive the written consents of the Registered Owners of not less than a majority in aggregate principal amount of the Second Tier Bonds then Outstanding; 4833-7920-8961.4 92 with an Applicable Law); (p) if the City levies or imposes any tax, fee or other charge on the Project or Gross Revenues in a manner disproportionate to any other tax, fee or other charge on other hotels within the Restricted Area; 4833-7920-8961.4 88 nvested in the Defeasance Investment Securities maturing at times and in amounts sufficient to pay when due the principal, Accreted Value or Redemption Price of and interest to become due on such Bonds, on or prior to such Redemption Date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (ii) by mandamus or other suit, action or proceeding at law or in equity require the Corporation to perform its covenants, representations and duties with respect to the Second Tier Bonds under this Indenture; (iii) by action or suit in equity require the Corporation to account as if it were the trustee of an express trust for the Registered Owners of the Second Tier Bonds; (iv) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Registered Owners of the Second Tier II Bonds; (v) prohibit the Corporation from withdrawing moneys from any Funds or Accounts (except the Rebate Fund, the City Appropriation Fund, the Taxes and Insurance Fund, the Operating Reserve Fund and the Renewal and Replacement Fund)without the Controlling Parry's written consent; (vi) request that a court of competent jurisdiction appoint, to the extent permitted by law, a receiver or receivers of the Trust Estate, and the income, revenues, profits and use thereof, it being the intent hereof that, to the extent permitted by law, the Trustee shall be entitled to appointment of such a receiver as a matter of right; (vii) unless such Event of Default is an Event of Default under Section 9.02(f) or(1) which does not have a Material Adverse Effect on the Project, or any part thereof, commence foreclosure of the Deed of Trust by private sale or judicial foreclosure; provided that the Trustee shall first receive the written consents of the Registered Owners of not less than a majority in aggregate principal amount of the Second Tier Bonds then Outstanding; (viii) upon the occurrence of an Event of Default described in Section 9.02(d) or (e) hereof, transfer moneys from any Funds or Accounts (other than amounts necessary to pay Operating Expenses and amounts on deposit in the Taxes and Insurance Fund, the Rebate Fund and the City Appropriation Fund); (ix) enter into such agreements or other arrangements as the Controlling Party determines, in its discretion„to be necessary or appropriate either to retain the Manager under the existing Management Agreement or make modifications to said Management Agreement; provided that there shall first be delivered an opinion of Bond Counsel to the effect that such agreements, arrangements or modifications will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any of the Bonds; (x) enforce all rights of the Corporation under the Management Agreement, including the right to terminate and replace such parties under a new qualified management agreement which is reasonable under the circumstances and necessary and appropriate to (A) maximize the current and long term value of 4833-7920-8961.4 93 Material Adverse Effect on the Project, or any part thereof, accelerate the Bonds of each or all Tiers, whereupon all principal of and interest on such Bonds shall immediately become due; provided that the Trustee shall first receive the written consents of the Registered Owners of not less than a majority in aggregate principal amount of the Second Tier Bonds then Outstanding; 4833-7920-8961.4 92 with an Applicable Law); (p) if the City levies or imposes any tax, fee or other charge on the Project or Gross Revenues in a manner disproportionate to any other tax, fee or other charge on other hotels within the Restricted Area; 4833-7920-8961.4 88 nvested in the Defeasance Investment Securities maturing at times and in amounts sufficient to pay when due the principal, Accreted Value or Redemption Price of and interest to become due on such Bonds, on or prior to such Redemption Date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. the Project, (B) maximize Net Revenues,and (C) enhance the overall operating efficiency of the Project; (xi) take such actions, including the filing and prosecution of lawsuits, at the written direction of the Controlling Party, as may be required to enforce for the benefit of the Registered Owners the terms of any agreements or instruments relating to the Project, or any part thereof, which the Trustee, at the written direction of the Controlling Party may be entitled to enforce, including without limitation (A) the Design/Build Agreement and the Management Agreement, (B) any construction contracts, design contracts or consulting contracts or operating agreements, (C) any insurance policies, completion guaranties or the Payment and Performance Bond, and (D) any other agreements or instruments which the Trustee, at the written direction of the Controlling Party, may be entitled to enforce; (xii) exercise any right of the Corporation to give any consent or notice, to take any act or refrain from taking any act, and otherwise act in the full place and stead of the Corporation in any Transaction Document, either in its name, the name of the Controlling Party or the Corporation (and in order to do so, the Corporation hereby grants the Trustee and the Controlling Party an irrevocable power of attorney to use the Corporation's name); provided that if the Event of Default is an Event of Default as set forth in Section 9.02(0 or(k), then such right - to exercise the remedy set forth in this clause (xii) shall be restricted to relate solely to curing such Event of Default unless such Event of Default results in a Material Adverse Effect with respect to the Project, or any part thereof; or (xiii) take such other steps to protect and enforce its rights and the rights of the Registered Owners of the Second Tier Bonds, whether by action, suit or • proceeding in aid of the execution of any power herein granted or for the enforcement of any other appropriate legal or equitable remedy, including, but not limited to, proceeding by suit or suits, at law or in equity or by any other appropriate legal or equitable remedy, to enforce payment of the principal and Redemption Price of and interest then due on the Second Tier Bonds. (c) Any declaration of acceleration pursuant to clause (a)(i) or (b)(i) of Section 9.04 hereof, however, is subject to the condition that if, at any time after such declaration and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Corporation shall deposit with the Trustee a sum sufficient to pay all the principal, Accreted Value, or Redemption Price of and installments of interest on the Affected Bonds payment of which is overdue, with interest on such overdue principal at the rate borne by the respective Bonds, and the reasonable charges and expenses of the Trustee, including fees and expenses, of its attorneys, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision reasonably deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Trustee may, and shall at the written direction of the Controlling Party, on 4833-7920-8961.4 94 ls within the Restricted Area; 4833-7920-8961.4 88 nvested in the Defeasance Investment Securities maturing at times and in amounts sufficient to pay when due the principal, Accreted Value or Redemption Price of and interest to become due on such Bonds, on or prior to such Redemption Date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. behalf of the Registered Owners of all of the Bonds, rescind and annul such declaration and its consequences and waive such default; but no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. (d) The Registered Owners of the Second Tier Bonds shall have no right (i) to pursue or direct any remedy available to the Trustee hereunder or (ii) to be paid from the proceeds received by the Trustee through the exercise of any such remedy while the First Tier Bonds are Outstanding. The Trustee shall give written notice to the Registered Owners of the Second Tier Bonds of its exercise of remedies. The Registered Owners of the Second Tier Bonds expressly acknowledge and agree that any action taken by the Trustee for the First Tier Bonds may benefit the First Tier Bonds without benefiting the Registered Owners of the Second Tier Bonds and may adversely affect the Registered Owners of the Second Tier Bonds. The Trustee has no obligation to consider whether remedies taken would have a material adverse effect on the possibility that Registered Owners of Second Tier Bonds will be paid amounts in respect of such Second Tier Bonds or to consider any effect that a remedy may have on the Registered Owners of Second Tier Bonds. Upon the occurrence of an Event of Default under Section 9.02(j) or (k) hereof, all rights and votes of the Registered Owners of the Bonds then Outstanding shall be assigned to the Controlling Party, such rights to be exercised and votes cast in accordance with the determination of the Controlling Party. Upon the occurrence of an Event of Default under Section 9.02 hereof, the Trustee shall provide by first class mail to the Registered Owners of at least $1,000,000 in aggregate principal amount of Second Tier Bonds all reports, notices and other information received by the Trustee in connection with the Project and the Bonds. (e) Further, in the event the Trustee fails to pay the Registered Owners of the Second Tier Bonds scheduled payments on the Second Tier Bonds from funds rightfully on deposit in the Second Tier Debt Service Account when permitted to be paid hereunder, or the Trustee is not properly allocating the Available Revenues and other funds constituting the Trust Estate to the Second Tier Debt Service Account and any other Account created exclusively for the Second Tier Bonds, in accordance with the priorities set forth herein, and the terms and provisions hereof, the Second Tier Registered Owners shall have the right by mandamus or other suit, action or proceeding at law or in equity to compel the Trustee to make such payments or allocations in accordance with the priorities set forth in, and the terms and the provisions hereof, provided that, except as expressly set forth herein, such action shall nofbe at the expense of the Trust Estate. Section 9.05. Application of Proceeds. The proceeds received by the Trustee, after payment or provision for payment of Operating Expenses (including the Management Fee and the Eligible Employee Bonus Pool) then due and payable and making the deposits to the Funds and Accounts and such disbursements therefrom as required to be made pursuant to the Cash Management Agreement which the Manager shall, if the Management Agreement remains in effect, continue to have access to as set forth in the Cash Management Agreement, pursuant to the exercise of any right or remedy under this Article shall, together with all securities and other moneys which may then be held by the Trustee as a part of the Trust Estate (except those 4833-7920-8961.4 95 date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. amounts paid by the City for the sole benefit of the Series 2007 Bonds), subject to the application of amounts in specific Funds and Accounts which are pledged solely to the repayment of Bonds of a specific Tier, be applied in order, as follows: (a) First, To the payment of the reasonable and proper charges, expenses and liabilities of the Trustee; (b) Second, (i) Unless the principal of all First Tier Bonds shall have become or have been declared due and payable, First, to the payment to the Registered Owners entitled thereto of all installments of interest then due on the First Tier Bonds in the order of the maturity of such installment, and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference; and Second, to the payment to the Person entitled thereto of the unpaid principal, Accreted Value or Redemption Price of the First Tier Bonds with respect to which such remedy was exercised which shall have become due, whether at maturity or by call for redemption, in the order of their due dates, and, if the amount available shall not be sufficient to pay in full all the First Tier Bonds due on any date, then to the payment thereof ratably, according to the amounts of principal, Accreted Value or Redemption Price due on such date, to the persons entitled thereto, -without any discrimination or preference. (ii) If the principal of all of the First Tier Bonds with respect to which such remedy was exercised shall have become or have been declared due and payable,to the payment of the principal or Redemption Price and interest then due and unpaid upon the First Tier Bonds, with interest on the overdue principal (to the extent allowed by law) at the rate borne by the respective First Tier Bonds, and, if the amount available shall not be sufficient to pay in full the whole amount so due and unpaid, then to the payment thereof ratably, without preference or priority of principal over interest or Redemption Price, or of interest over principal or Redemption Price, or of Redemption Price over principal or interest, or of any installment of interest over any other installment of interest, or of any First Tier Bond over any other First Tier Bond, according to the amounts due respectively for principal, Redemption Price and interest, to the Registered Owners entitled thereto without any discrimination or preference; (c) Third, (i) Unless the principal of all Second Tier Bonds shall have become or have been declared due and payable, 4833-7920-8961.4 96 orth in, and the terms and the provisions hereof, provided that, except as expressly set forth herein, such action shall nofbe at the expense of the Trust Estate. Section 9.05. Application of Proceeds. The proceeds received by the Trustee, after payment or provision for payment of Operating Expenses (including the Management Fee and the Eligible Employee Bonus Pool) then due and payable and making the deposits to the Funds and Accounts and such disbursements therefrom as required to be made pursuant to the Cash Management Agreement which the Manager shall, if the Management Agreement remains in effect, continue to have access to as set forth in the Cash Management Agreement, pursuant to the exercise of any right or remedy under this Article shall, together with all securities and other moneys which may then be held by the Trustee as a part of the Trust Estate (except those 4833-7920-8961.4 95 date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. First, to the payment to the Registered Owners entitled thereto of all installments of interest then due on the Second Tier Bonds in the order of the maturity of such installment, and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference; and Second, to the payment to the Registered Owners entitled thereto of the unpaid principal, Accreted Value or Redemption Price of the Second Tier Bonds with respect to which such remedy was exercised which shall have become due, whether at maturity or by call for redemption, in the order of their due dates, and, if the amount available shall not be sufficient to pay in full all the Second Tier Bonds due on any date, then to the payment thereof ratably, according to the amounts of principal, Accreted Value or Redemption Price due on such date, to the persons entitled thereto, without any discrimination or preference. (ii) If the principal of all of the Second Tier Bonds with respect to which such remedy was exercised shall have become or have been declared due and payable, to the payment of the principal or Redemption Price and interest then due and unpaid upon the Second Tier Bonds, with interest on the overdue principal (to the extent allowed by law) at the rate borne by the respective Second Tier Bonds, and, if the amount available shall not be sufficient to pay in full the whole amount so due and unpaid, then to the payment thereof ratably, without preference or priority of principal over interest or Redemption Price, or of interest over principal or Redemption Price, or of Redemption Price over principal or interest, or of any installment of interest over any other installment of interest, or of any Second Tier Bond over any other Second Tier Bond, according to the amounts due respectively for principal, Redemption Price and interest, to the Registered Owners entitled thereto without any discrimination or preference; and (d) Fourth, to the payment to the City of all City Obligations owed to it. Section 9.06. Trustee May Act Without Possession of Bonds. All rights of action under this Indenture or under any Bonds may be enforced by the Trustee, without possession of any of the Bonds or the production thereof in any trial or other proceedings relative thereto, and any such suit or proceedings instituted by the Trustee shall be brought in its name, as Trustee for the ratable benefit of the Registered Owners of the Bonds, subject to the provisions of this Indenture. Section 9.07. Trustee as Attorney-in-Fact. The Trustee is hereby irrevocably appointed (and the Registered Owners of the Bonds, by taking and holding same from time to time, shall be deemed to have so appointed the Trustee) the true and lawful attorney in fact of the Registered Owners of the Bonds, or on behalf of all Registered Owners of the Bonds as a class, with respect to any proof of debt, amendment to proof of debt, petition or other document, and to do and perform any and all acts and things for and in the name of the Registered Owners of the 4833-7920-8961.4 97 sbursements therefrom as required to be made pursuant to the Cash Management Agreement which the Manager shall, if the Management Agreement remains in effect, continue to have access to as set forth in the Cash Management Agreement, pursuant to the exercise of any right or remedy under this Article shall, together with all securities and other moneys which may then be held by the Trustee as a part of the Trust Estate (except those 4833-7920-8961.4 95 date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Bonds against the Corporation allowed in any equity receivership, insolvency, liquidation, bankruptcy, reorganization or other proceedings to which the Corporation shall be a party and to receive payment of or on account of such claims. Any such receiver, assignee, liquidator or trustee is hereby authorized by each of the Registered Owners of the Bonds to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Registered Owners of the Bonds, to pay to the Trustee any amount due for compensation and expenses of the Trustee, including counsel fees, incurred up to the date of such distribution, and the Trustee shall have full power of substitution and delegation in respect of any such powers. Section 9.08. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or the Controlling Party is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity or by statute subject, however, to the right of the Controlling Party to direct the remedies and the limitations on remedies for the benefit of the Registered Owners of the First Tier Bonds and the Second Tier Bonds set forth in Section 9.04 hereof. Section 9.09. Limitation on Suits. All rights of action in respect of this Indenture shall be exercised only by the Trustee, and the Registered Owner of any Bond shall not have any right to institute any suit, action or proceedings at law or in equity for the appointment of a receiver or for any other remedy hereunder or by reason hereof, unless and until the Trustee shall have received a written request of the Controlling Party, and shall have been furnished reasonable indemnity and shall have refused or neglected for 30 days thereafter to institute such suit,action or proceedings and no direction inconsistent with such written request has been given to the Trustee during such 30-day period by the Controlling Party. The making of such request and the furnishing of such indemnity shall in each and every case be conditions precedent to the execution and enforcement by any Registered Owner of any Affected Bond, if then the Controlling Party, of the powers and remedies given to the Trustee hereunder and to the institution and maintenance by any such Registered Owner of any action or cause of action for the appointment of a receiver or for any other remedy hereunder, but the Trustee may, in its discretion, and when thereunto duly requested in writing by the Controlling Party and when furnished indemnity satisfactory to protect it against expenses, charges and liability shall, forthwith, subject to subsection (e) of Section 9.04 hereof, take such appropriate action by judicial proceedings otherwise in respect of any existing default on the part of the Corporation as the Trustee may deem expedient in the interest of the Controlling Party. The rights of the Registered Owners under this Section are in all events subject to the provisions of Section 9.04 hereof. Nothing contained in this Article, however, shall affect or impair the right of any Registered Owner of any Bonds, which shall be absolute and unconditional, to enforce the payment of the principal of, premium, if any, and interest on the Bonds of such Registered Owner, but only out of the moneys for such payment as herein provided, or the obligation of the Corporation, which shall also be absolute and unconditional, to make payment of the principal of, premium, if any, and interest on the Bonds, but only out of the funds provided herein for such payment, to the respective Registered Owners thereof at the time and place stated herein, and 4833-7920-8961.4 98 shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. subject in all cases to Section 9.04(e) hereof and the rights of the Manager under the Management Agreement, this Indenture and the Cash Management Agreement. Section 9.10. Right of Controlling Party to Direct Proceedings. Notwithstanding any provision of this Indenture to the contrary other than as specifically set forth in Section 9.02 herein, the Controlling Party shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the pursuit or exercise of any remedy available to the Trustee or any trust or power conferred on the Trustee or any other proceedings hereunder, provided, however, that the Trustee shall have been satisfactorily indemnified and that such direction shall not be contrary to law or the provisions of this Indenture, and, unless such direction relates to the acceleration of all or a portion of the Affected Bonds, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall determine that the proceedings so directed would involve it in personal liability for which it has not received adequate indemnity. The rights of the Registered Owners under this Section are in all events subject to the provisions of Section 9.04 hereof. For purposes of this Section, the Trustee may conclusively rely on any instrument delivered to it in accordance with this Section and need not conduct an independent investigation as to such matters. Section 9.11. Restoration of Rights and Remedies. If the Trustee or any Registered Owner of a Bond has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Registered Owner of a Bond, then and in every such case, the Corporation, the Trustee and the Registered Owners of the Bonds shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Registered Owners of the Bonds shall continue as though no such proceeding had been instituted. • Section 9.12. Waiver of Stay or Extension Laws. To the extent that it may lawfully do so, the Corporation covenants that it will not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of any stay or extension law, whenever or wherever enacted, which may affect the covenants or the performance of this Indenture. The Corporation also covenants that it will not otherwise hinder, delay or impede the execution of any power herein granted to the Trustee. Section 9.13. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Registered Owner of any Bond to exercise any right or remedy accruing upon any Event of Default hereunder shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Registered Owners of the Bonds may be executed from time to time, and as often as may be deemed expedient, by the Trustee or by the Registered Owners of the Bonds, as the case may be. Section 9.14. Rights of Manager. Notwithstanding anything contained in this Article IX to the contrary, subject to the nondisturbance agreement, if any, so long as the Management Agreement has not expired or terminated, the exercise of the rights and remedies 4833-7920-8961.4 99 in for such payment, to the respective Registered Owners thereof at the time and place stated herein, and 4833-7920-8961.4 98 shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. by the Trustee and the Registered Owners shall not affect the rights of the Manager as set forth in this Indenture, the Cash Management Agreement and the Management Agreement. ARTICLE X CONCERNING THE FIDUCIARIES Section 10.01. Trustee; Appointment and Acceptance of Duties. Wells Fargo Bank, N.A., is hereby appointed as Trustee. The Trustee hereby accepts and agrees to execute the trusts hereby created, but only upon the additional terms set forth in this Article X, to all of which the Corporation agrees and the respective Registered Owners of the Bonds agree by their acceptance of delivery of any of the Bonds. The Trustee shall be deemed to have accepted such trusts with respect to all the Bonds hereafter to be issued, but only, however, upon the terms and conditions set forth in this Indenture. The Trustee may execute any of the trusts or powers set forth herein and perform the duties required of it or imposed on it hereunder by or through attorneys, agents or receivers, and shall be entitled to advice of counsel concerning all matters of trusts and its duties herein. Section 10.02. Registrars and Other Agents; Appointment and Acceptance of Duties. (a) The Corporation may appoint one or more Registrars or other Fiduciaries to perform any of the duties and obligations imposed under this Indenture or any Supplemental Indenture, and separate appointments may be made for the Bonds of each Series. (b) Each Registrar or other Fiduciary, other than the Trustee, shall signify its acceptance of the duties and obligations imposed upon it by this Indenture or any Supplemental Indenture by executing and delivering to the Corporation and to the Trustee a written acceptance thereof Section 10.03. Responsibilities of the Trustee. (a) The recitals of fact herein and in the Bonds contained shall be taken as the statements of the Corporation, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of any Bonds issued thereunder or as to the security afforded by this Indenture, and the Trustee shall not incur any liability in respect thereof. The Trustee shall, however, be responsible for its representations contained in any authentication on the Bonds. The Trustee shall not be under any responsibility or duty with respect to the application of any money paid to the Corporation or money collected by the Corporation prior to the delivery thereof to the Trustee. The Trustee shall not be under any obligation or duty to perform any act, whether requested by the Registered Owners or otherwise, which would involve it in liability or to institute or defend any suit in respect hereof, or to advance any of its own money, unless it has been satisfactorily indemnified against such liability except liability resulting from its negligence or willful misconduct; provided however that in the case of any Registered Owner that 4833-7920-8961.4 1 00 an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Registered Owners of the Bonds may be executed from time to time, and as often as may be deemed expedient, by the Trustee or by the Registered Owners of the Bonds, as the case may be. Section 9.14. Rights of Manager. Notwithstanding anything contained in this Article IX to the contrary, subject to the nondisturbance agreement, if any, so long as the Management Agreement has not expired or terminated, the exercise of the rights and remedies 4833-7920-8961.4 99 in for such payment, to the respective Registered Owners thereof at the time and place stated herein, and 4833-7920-8961.4 98 shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. demonstrates that it has assets of at least $50,000,000, a written undertaking by such Registered Owner to indemnify the Trustee for its proportionate share (relative to the other indemnifying Registered Owners) of any liabilities incurred by the Trustee shall suffice and no indemnity bond shall be required. Subject to the provisions of subsection (b) of this Section, the Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct. (b) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default has occurred (which has not been cured), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as an ordinary prudent corporate trustee would exercise or use under the circumstances. The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default hereunder except an Event of Default under Subsection (a), (b), (c), (d), (e), (f), (g) (h), (i), (j), (k), (m) or (q) of Section 9.02 hereof, or any other default or Event of Default of which the Trustee has knowledge, or any Event of Default (as defined in the Management Agreement) or any termination of the Management Agreement unless a Responsible Officer of the Trustee shall be specifically notified in writing of the default by the Corporation or by the Registered Owners of not less than 25% in principal amount of the Affected Bonds then Outstanding. All notices or other instruments required by this Indenture to be delivered to the Trustee must, to be effective, be delivered at the designated office of the Trustee, and in the absence of the notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid. Any provision of this Indenture relating to action taken or to be taken by the Trustee or the evidence upon which the Trustee may rely shall be subject to the provisions of this Section. (c) Absent manifest error or obvious defects, the Trustee is not required to make any inquiry or investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture or other paper or document (other than to establish facial compliance with the requirements of this Indenture) but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee determines to make such further inquiry or investigation, it is entitled to examine the books, records and premises of the/Corporation, in person or by agent or attorney. (d) The Trustee's immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend to the non-negligent acts and actions taken on behalf of the Trustee by the Trustee's officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnification, together with the Trustee's right to compensation, shall survive the Trustee's resignation or removal, the discharge of this Indenture and final payment of the Bonds. 4833-7920-8961.4 101 payment, to the respective Registered Owners thereof at the time and place stated herein, and 4833-7920-8961.4 98 shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (e) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so. (f) Promptly after receiving appropriate notification thereof, the Trustee shall be responsible for sending notifications required to be sent to the Registered Owners hereunder and requesting consents of the Registered Owners when required hereunder. (g) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any offering memorandum or other disclosure material distributed with respect to the Bonds, and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. (h) Notwithstanding any other provision of this Indenture, in determining whether the rights of the Registered Owners will be adversely affected by any action taken pursuant to the terms and provisions of this Indenture, the Trustee shall consider the effect on the Registered Owners as if there were no Financial Guaranty Insurance Policy. Section 10.04. Evidence on Which the Trustee May Act. (a) The Trustee, upon receipt of any notice, resolution, request, consent,. order, certificate, report, opinion, bond, or other paper or:document furnished to it pursuant to any provision of this Indenture, shall be protected in acting upon any such instrument believed by it to be genuine (and in the absence of obvious defects therein) and to have been signed or presented by the proper party or parties and consented to by such other parties where required. The Trustee may consult with counsel, who may or may not be counsel to the Corporation, or any Consultant, and the opinion of such counsel or Consultant, if selected with due care, shall be full and complete authorization and protection in respect of any action taken or suffered by it under this Indenture in good faith and in accordance therewith. (b) Whenever the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Indenture, such matter(unless other evidence in respect thereof be therein specifically prescribed)may be deemed to be conclusively proved and established by a certificate of an Authorized Corporation Representative, and such shall be full warrant by the Corporation for any action taken or suffered in good faith under the provisions of this Indenture upon the faith thereof; but in its discretion the Trustee may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable. (c) Except as otherwise expressly provided in this Indenture, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision thereof by the Corporation to the Trustee shall be sufficiently executed if executed in the name of the Corporation by an Authorized Corporation Representative. 4833-7920-8961.4 1.02 and its right to indemnification in connection with the performance of its duties under this Indenture shall extend to the non-negligent acts and actions taken on behalf of the Trustee by the Trustee's officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnification, together with the Trustee's right to compensation, shall survive the Trustee's resignation or removal, the discharge of this Indenture and final payment of the Bonds. 4833-7920-8961.4 101 payment, to the respective Registered Owners thereof at the time and place stated herein, and 4833-7920-8961.4 98 shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (d) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, receivers, agents or employees but shall not be answerable for the conduct of attorneys and receivers who have been selected by it with reasonable care, and may in all cases pay reasonable compensation to all attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof, and the Trustee shall not be responsible for any misconduct or negligence of any agent or attorney appointed with due care by it. (e) Except as otherwise provided in Section 6.02 hereof, the Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. Section 10.05. Compensation. The Corporation shall pay to the Trustee from time to time, from amounts rightfully on deposit in the Administrative Fee Fund, reasonable compensation for all services rendered under this Indenture, including reasonable default administrative fees of the Trustee upon the occurrence of an Event of Default hereunder, and also all reasonable expenses, costs, charges, counsel fees, Consultant fees and other disbursements, including those of its attorneys, agents, Consultants and employees, incurred in and about the execution of the trusts created by this Indenture, and in and about the exercise and performance of the powers and duties of the Trustee hereunder and for the reasonably necessary costs and expenses incurred in defending any liability in the premises of any character whatsoever (unless such liability is adjudicated to have resulted from the negligence or willful misconduct of the Trustee) under this Indenture. The Trustee shall have the right to select and retain counsel of its own choosing to represent it in any such proceedings. In the event the Trustee incurs expenses or renders services in any proceedings which result from the occurrence or continuance of an Event of Default under Section 9.02(j) or (k) hereof, or from the occurrence of any event which, by virtue of the passage of time, would become such Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law. Section 10.06. Certain Permitted Acts. The Trustee may become the Registered Owner of any Bonds, with the same rights it would have if it were not the Trustee. To the extent permitted by law, the Trustee may act as depository for, and may permit any of its officers of directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Registered Owners or to effect or aid in any reorganization growing out of the enforcement of the Bonds or this Indenture, whether or not any such committee shall represent the Registered Ofvners of a majority in principal amount of the Bonds( Outstanding. The provisions of this Section shall extend to affiliates of the Trustee. Section 10.07. Resignation of Trustee. Except as otherwise provided by a Supplemental Indenture, the Trustee may at any time resign and be discharged of the duties and obligations created by this Indenture, effective immediately upon the appointment of a successor Trustee pursuant to Section 10.09 hereof, by giving not less than 60 days' written notice to the Corporation and the Bond Insurer of the date it desires to resign and mailing written notice to the Registered Owners of all Bonds and such resignation shall take effect immediately on the appointment of a successor Trustee, acceptable to the Bond Insurer, pursuant to Section 10.09 hereof 4833-7920-8961.4 103 ace stated herein, and 4833-7920-8961.4 98 shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. i I Section 10.08. Removal of Trustee. So long as an Event of Default has not occurred and is not continuing, the Trustee may be removed, with or without cause, at any time by an instrument or concurrent instruments in writing, filed with the Trustee, and signed by the Corporation or its attorneys-in-fact duly authorized. In addition, the Trustee may be removed at any time, at the request of the Bond Insurer, for any breach of the trust set forth herein. Notwithstanding the foregoing, any removal of the Trustee shall not be effective until a successor Trustee, acceptable to the Bond Insurer, has been appointed and has assumed the duties and responsibilities of successor Trustee under this Indenture. Section 10.09. Appointment of Successor Trustee. (a) In case at any time the Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee, or of its property, shall be appointed, or if any public officer shall take charge or control of the Trustee, or of its property or affairs, a successor may be appointed by the Corporation, by an instrument or concurrent instruments in writing signed and acknowledged by the Corporation or by its attorneys- in-fact duly authorized and delivered to such successor Trustee, notification thereof being given to the predecessor Trustee. The successor Trustee shall mail notice of the appointment of the successor Trustee to the Registered Owners of all Bonds. (b) If in a proper case no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section within 45 days after the Trustee shall have given to the Corporation written notice as provided in Section 10.07 hereof or after a vacancy in the office of the Trustee shall have occurred by reason of its inability to act, its removal, or for any other reason whatsoever, the Trustee (in the case of a resignation under Section 10.07 hereof) or the Controlling Party may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Trustee. (c) Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a bank or trust company or national or state banking association (i) in good standing located in or incorporated under the laws of the State of Nebraska, and (ii) duly authorized to exercise trust powers and subject to examination by federal or state authority, and (iii) having (or whose parent holding company shall have) reported capital and surplus of not less than $75,000,000, and(iv) acceptable to the Bond Insurer. Section 10.10. Transfer of Rights and Property to Successor Trustee. Any successor Trustee appointed under this-Indenture shall execute, acknowledge, and deliver to its predecessor Trustee and to the Corporation an instrument accepting such appointment, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all moneys, estates, properties, rights, powers, duties, and obligations of such predecessor Trustee, with like effect as if originally named as Trustee; but the Trustee ceasing to act shall nevertheless, on the written request of the Corporation or of the successor Trustee, execute, acknowledge, and deliver such instruments of assignment and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee all rights, powers, duties and obligations in and to any property held by 4833-7920-8961.4 104 4833-7920-8961.4 98 shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. it under this Indenture, and shall pay over, assign, and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Should any instrument in writing from the Corporation be required by such successor Trustee for more fully and certainly vesting in and confirming to such successor Trustee any such estates, rights, powers, and duties, any and all such instruments in writing shall, on request, and so far as may be authorized by law, be executed, acknowledged, and delivered by the Corporation. Any such successor Trustee shall promptly notify any Registrars of its appointment as Trustee. Section 10.11. Merger or Consolidation. Any bank or trust company into which the Trustee may be merged or converted or with which it may be consolidated or any bank or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such entity shall be a bank or trust company organized under the laws of any state of the United States or a national banking association, and shall be authorized by law to perform all duties imposed upon it by this Indenture, shall be the successor Trustee without the execution or filing of any paper or the performance of any further act. The successor Trustee shall mail notice to the Registered Owners of all Outstanding Bonds of the successor Trustee. Section 10.12. Adoption of Authentication. In case of the Bonds contemplated to be issued under this Indenture shall have been authenticated but not delivered, any successor Trustee or Authenticating Agent may adopt the certificate of authentication of any predecessor Trustee or Authenticating Agent so authenticating such Bonds and deliver such Bonds so authenticated; and in case any of the said Bonds shall not have been authenticated, any successor Trustee or Authenticating Agent may authenticate such Bonds in the name of the predecessor Trustee or Authenticating Agent, or in the name of the successor Trustee or Authenticating Agent, and in all such cases such certificate shall have the full force which it is anywhere in said Bonds or in this Indenture provided that the certificate of the Trustee or Authenticating Agent shall have. Section 10.13. Resignation or Removal of Fiduciaries and Appointment of Successors. (a) Any Registrar or other Fiduciary may at any time resign and be discharged of the duties and obligations created by this Indenture or any Supplemental Indenture by giving at least 60 days' written notice to the Corporation, the Trustee, and the other Fiduciaries, if any. Any such Fiduciary may be removed at any time by an instrument filed with such Fiduciary and the Trustee and signed by the Authorized Corporation Representative. Any successor Fiduciary shall be appointed by the Corporation with the approval of the Trustee and shall be willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it in such capacity by this Indenture. (b) In the event of the resignation or removal of any Fiduciary, such Fiduciary shall pay over, assign and deliver any money held by it to its successor, or if there be no successor, to the Trustee. In the event that for any reason there shall be a vacancy in the 4833-7920-8961.4 105 te, acknowledge, and deliver such instruments of assignment and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee all rights, powers, duties and obligations in and to any property held by 4833-7920-8961.4 104 4833-7920-8961.4 98 shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. office of any Registrar appointed by the Corporation, the Trustee shall act as such Registrar. (c) The provision of this Section may be modified by a Supplemental Indenture in respect of any Series of Bonds, authorized thereby, and in the event of any conflict with the provisions hereof the provisions of such Supplemental Indenture shall control in respect of any Series of Bonds authorized thereby. Section 10.14. Indemnification by the Corporation. To the fullest extent permitted by law, the Corporation agrees to indemnify, hold harmless and defend the Trustee and its affiliates, and each of their respective officers, directors, officials, employees, attorneys and agents (collectively, the "Indemnified Parties"), against any and all losses, damages, Claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject under federal or state securities laws or any other statutory law or at common law or otherwise, arising out of or based upon or in any way relating to: (a) the Main Transaction Documents or the execution or amendment thereof, or in connection with transactions contemplated thereby, including the sale, resale or remarketing of the Bonds; (b) any act or omission of the Corporation or any of its agents, contractors, servants, employees or licensees in connection with the Project, or any part thereof, the operation of the Project, or any part thereof, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation or construction of, the Project, or any part thereof; (c) any lien or charge upon payments by the Corporation to the Trustee hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the Trustee in respect of any portion of the Project; (d) any Environmental Claim relating to the Project, any violation of any Environmental Law, rule or regulation with respect to, or the release of any Hazardous Material on, in, under, about, or from) the Project or any part thereof or any other Hazardous Material contamination at, on, in, under, about, or from the site; (e) the defeasance and/or redemption, in whole or in part, of the Bonds; (f) any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact made by the Corporation contained in any offering statement or document for the Bonds or any of the documents relating to the Bonds to which the Corporation is a party, or any omission or alleged omission from any offering statement or document for the Bonds of any material fact with respect to the Corporation or the Project necessary to be stated therein in order to make the statements 4833-7920-8961.4 106 In the event of the resignation or removal of any Fiduciary, such Fiduciary shall pay over, assign and deliver any money held by it to its successor, or if there be no successor, to the Trustee. In the event that for any reason there shall be a vacancy in the 4833-7920-8961.4 105 te, acknowledge, and deliver such instruments of assignment and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee all rights, powers, duties and obligations in and to any property held by 4833-7920-8961.4 104 4833-7920-8961.4 98 shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. • made therein made by the Corporation, in the light of the circumstances under which they were made, not misleading; or (g) the Trustee's acceptance or administration of the trust of this Indenture, or the exercise or performance of any of its powers or duties thereunder or under any of the documents relating to the Bonds to which it is a party; except in the case of the foregoing indemnification of the Indemnified Parties only to the extent such damages are not caused by the negligence or willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Corporation, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Corporation shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party may only employ separate counsel at the expense of the Corporation if in its judgment a conflict of interest exists by reason of common representation or if all parties commonly represented do not agree as to the action (or inaction) of counsel. The rights of any Indemnified Party to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant to Section 10.05 hereof shall survive the final payment or defeasance of the Bonds and in the case of the Trustee any resignation or removal. The provisions of this Section shall survive the termination of this Indenture. Section 10.15. Cash Management Agreement. The Trustee is hereby authorized and directed to enter into the Cash Management Agreement (which Cash Management Agreement shall set forth Manager's rights to and the manner of any disbursement of funds by the Depository Bank or Trustee which provisions shall be consistent with those set forth in this Indenture and shall include a provision which incorporates Section 5.22(a) in this Indenture). Notwithstanding the foregoing, in the event of any inconsistencies between such agreement and this Indenture, the provisions of this Indenture shall control. The Trustee shall not enter into new, substitute or replacement cash management and lockbox agreements inconsistent with this Indenture. ARTICLE XI SUPPLEMENTAL INDENTURES AND AMENDMENT OF BOND DOCUMENTS Section 11.01. Supplemental Indentures and Amendments of Bond Documents Effective Without Consent of Registered Owners. The Corporation and the Trustee may, as appropriate, from time to time and at any time, without the consent of but with notice to Registered Owners, and with the consent of the Controlling Party, enter into Supplemental Indentures or any amendments to the Bond Documents as follows: 4833-7920-8961.4 107 successor, to the Trustee. In the event that for any reason there shall be a vacancy in the 4833-7920-8961.4 105 te, acknowledge, and deliver such instruments of assignment and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee all rights, powers, duties and obligations in and to any property held by 4833-7920-8961.4 104 4833-7920-8961.4 98 shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (a) to cure any formal defect, omission, inconsistency or ambiguity in this Indenture or in the applicable Bond Document; (b) to insert such provisions clarifying matters or questions arising under this Indenture or in the applicable Bond Document as are necessary or desirable and are not contrary to or inconsistent with this Indenture or the applicable Bond Document as theretofore in effect; (c) to grant to or confer upon the Trustee for the benefit of the Registered Owners any additional rights, remedies, powers, authority or security which may lawfully be granted or conferred and which are not contrary to or inconsistent with this Indenture or the Bond Documents as therefor in effect; (d) to authorize Bonds of a Series and, in connection therewith, to specify and determine the matters and things referred to in Article III hereof and also any other matters and things relative to such Bonds which are not in conflict with this Indenture as theretofore in effect, or to amend, modify, or rescind any such authorization, specification, or determination at any time prior to the first delivery of such Bonds; provided however that such supplement or amendment shall be limited to the specific terms of the Additional Bonds and shall not otherwise amend this Indenture; (e) to provide limitations and restrictions in addition to the limitations and - restrictions contained in this Indenture or any Supplemental Indenture or the Bond Documents on the delivery of Bonds or the issuance of other evidences of indebtedness; (f) to add to the covenants and agreements of the Corporation in this Indenture or any Supplemental Indenture or the Bond Documents, other covenants and agreements to be observed by the Corporation or the other parties thereto which are not in conflict with this Indenture or the applicable Supplemental Indentures or in the applicable Bond Document as theretofore in effect; (g) to add to the limitations and restrictions in this Indenture or any Supplemental Indenture or the Bond Documents other limitations and restrictions to be observed by the Corporation or the other parties thereto which are not in conflict with this Indenture or the applicable Supplemental Indenture as theretofore in effect; (h) to confirm, as further assurance, any pledge under, and the subjection to any lien or pledge created or to be created by, this Indenture or any Supplemental Indenture, of the Trust Estate or of any other moneys, securities or funds, or to subject to the lien or pledge of this Indenture additional revenues, properties or collateral; (i) to provide for additional duties of the Trustee in connection with the Trust Estate or the Project; (j) to modify, amend or supplement this Indenture or any Supplemental Indenture in such manner as to permit, if presented, the qualification hereof and thereof under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or under any state blue sky law; 4833-7920-8961.4 108 1 Registered Owners, and with the consent of the Controlling Party, enter into Supplemental Indentures or any amendments to the Bond Documents as follows: 4833-7920-8961.4 107 successor, to the Trustee. In the event that for any reason there shall be a vacancy in the 4833-7920-8961.4 105 te, acknowledge, and deliver such instruments of assignment and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee all rights, powers, duties and obligations in and to any property held by 4833-7920-8961.4 104 4833-7920-8961.4 98 shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (k) to surrender any right, power or privilege reserved to or conferred upon the Corporation by the terms of this Indenture, provided that the surrender of such right, power or privilege is not in conflict with the covenants and agreements of the Corporation contained in this Indenture; (1) to establish or increase the required balance to be accumulated or maintained in the Renewal and Replacement Fund; (m) to designate Registrars and other Fiduciaries for the Bonds of any Series; (n) to evidence the appointment of a succession of a new Trustee hereunder; (o) to modify, amend or supplement this Indenture or any Supplemental Indenture in order to provide for or eliminate book-entry registration of all or any of the Bonds to the extent not inconsistent with the provisions hereof; (p) to make any change (including changes to reflect any amendment to the Code or interpretations by the Internal Revenue Service of the Code) that does not materially adversely affect the rights of any Registered Owner; (q) to amend a prior Supplemental Indenture in accordance with the provisions thereof; and (r) except with respect to any amendment described in the second sentence of Section 11.02 hereof, to make any change hereto but only if (i) the First Tier Debt Service Reserve Fund, the City Appropriation Fund and the Operating Reserve Fund held by the Trustee hereunder have on deposit therein the balances required by the terms hereof, (ii)the City Council has not failed to make an appropriation or to make a payment for any Shortfall and has not taken any action to repudiate any of the terms of the Ordinance, and (iii)the Ordinance is otherwise in full force and effect. Section 11.02. Supplemental Indentures and Amendments to Bond Documents Requiring Registered Owner Consent. Except as provided in Section 11.01 hereof and in the immediately following sentence, any modification or amendment of this Indenture or to any Bond Document and of the rights and obligations of the Corporation and of the Registered Owners of the Bonds hereunder or thereunder, in any particular, may only be made by a Supplemental Indenture or an amendment to the applicable Bond Document in each instance with the written consent of the Controlling Party and the Registered Owners of a majority in aggregate principal amount of each Tier or Series of Bonds then Outstanding affected by such amendment. No such modification or amendment shall, without the written consent of the Registered Owner of each Bond affected thereby, permit (i) a change in the terms of redemption or maturity of the principal of any outstanding Bond or of any installment of interest thereon or a reduction in the principal amount, Accreted Value or the Redemption Price thereof or in the rate of interest thereon, or (ii) creation of a lien upon or a pledge of or payment priority from the Gross Revenues ranking prior to or on a parity with the lien or pledge created by this Indenture or(iii) a preference or priority of any Bonds or Bonds over any other Bond or Bonds of the same Tier, or (iv) a reduction in the percentages or otherwise affect the classes of Bonds of which the consent of the Registered Owners is required to effect any such modification or amendment, or 4833-7920-8961.4 109 successor, to the Trustee. In the event that for any reason there shall be a vacancy in the 4833-7920-8961.4 105 te, acknowledge, and deliver such instruments of assignment and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee all rights, powers, duties and obligations in and to any property held by 4833-7920-8961.4 104 4833-7920-8961.4 98 shall be paid over to the Corporation, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the option of 4833-7920-8961.4 85 ) ) Fax 5/-71 Address I 6d(i N , 13 r k 1//l yyy Cc NF ILA O L 1() Street/P.O.Box City State Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (v) an impairment of the exclusion from gross income for federal income tax purposes of interest on any Bond or (vi) a deprivation to any Registered Owners of the lien created by this Indenture or (vii) a change or modification of any of the rights or obligations of any Fiduciary without its written consent thereto. For the purposes of this Section, a Series or Tier of Bonds shall be deemed to be affected by a modification or amendment of this Indenture or an amendment to the applicable Bond Document if the same materially adversely affects or diminishes the rights of the Registered Owners of Bonds of such Series or Tier. The Trustee may in its discretion determine whether or not, in accordance with the foregoing powers of amendment, Bonds of any particular Series, Tier or maturity would be affected by any modification or amendment of this Indenture or an amendment to the applicable Bond Document and any such determination shall be binding and conclusive on the Corporation and all Registered Owners. Section 11.03. Consent of Registered Owners. The Corporation and the Trustee, as applicable, may at any time enter into a Supplemental Indenture or an amendment to the applicable Bond Document making a modification or amendment permitted by the provisions of Section 11.02 hereof, to take effect when and as provided in this Section. A copy of such Supplemental Indenture or amendment to a Bond Document (or brief summary thereof or reference thereto in form approved by the Trustee), together with a request to Registered Owners for their consent thereto in form satisfactory to the Trustee, shall be mailed to Registered Owners as provided in Section 11.08 hereof Such Supplemental Indenture or amendment to such Bond Document requiring the consent of all or any of the Registered Owners will be effective when: (a)there shall have been filed with the Trustee, the written consent of such Registered Owners of the percentages of Outstanding Bonds specified in Section 11.02 hereof required to consent to such amendment, and an opinion of Bond Counsel, in form and substance satisfactory to the Trustee, stating that such Supplemental Indenture has been duly and lawfully entered into by the Corporation in accordance with the provisions of this Indenture, is authorized or permitted by this Indenture, is valid and binding upon the Corporation and enforceable in accordance with its terms, is in accordance with this Indenture and will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any Bonds; provided, however, that such opinion may take exception for limitations imposed by or resulting from bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally and principles of government law and equity; and (b) a notice shall have been mailed as hereinafter in this Section provided. Each such written consent shall be effective only if accompanied by proof of the holding, at the date of such consent, of the Bonds with respect to which such consent is given, which proof shall be such as is permitted by Section 14.01 hereof. A certificate or certificates by the Trustee filed with the Trustee that it has examined such proof and that such proof is sufficient in accordance with Section 14.01 hereof shall be conclusive that the consents-have been given by the Registered Owners of the Bonds described in such certificate or certificates of the Trustee. Any such consent shall be binding upon the Registered Owner of the Bonds giving such consent and, anything in Section 14.01 hereof to the contrary notwithstanding, upon any subsequent Registered Owner of such Bonds and of any Bonds issued in exchange therefor (whether or not such subsequent Registered Owner thereof has notice thereof) unless such consent is revoked in writing by the Registered Owner of such Bonds giving such consent or a subsequent Registered Owner thereof by filing with the Trustee, prior to the time when the written statement of the Trustee hereinafter in this Section provided for is filed, such revocation. The fact that a consent has not been revoked may likewise be proved by a certificate of the Trustee filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Registered Owners of the required percentages of Bonds shall have filed their consents to the Supplemental Indenture or amendment to a Bond Document, the Trustee shall make and file with the Corporation a written statement that the Registered Owners of such required percentages of Bonds have filed such consents. Such written statement shall be conclusive that such consents have been so filed. Upon receipt of the requisite consents, filing of the written statement of the Trustee required hereunder and the execution of such amendment by the parties thereto, notice, stating in substance that the Supplemental Indenture (which may be referred to as a Supplemental Indenture entered into by the Corporation and the Trustee as of a stated date, a copy of which is on file with the Trustee) or other amendment to the Bond Documents has been consented to by the Registered Owners of the required percentages of Bonds and will be effective as provided in this Section, shall be given to Registered Owners by mailing such notice to Registered Owners immediately thereafter by Trustee. Proof of the mailing of such notice shall be filed with the Trustee. A record, consisting of the papers required or permitted by this Section to be filed with the Trustee, shall be proof of the matters therein stated. Such Supplemental Indenture or amendment to a Bond Document making such amendment or modification shall be deemed conclusively binding upon the Corporation, the Fiduciaries and the Registered Owners of all Bonds after the filing with the Trustee of the proof of the mailing of such last mentioned notice, except in the event of a final decree of a court of competent jurisdiction setting aside such Supplemental Indenture or amendment to a Bond Document in a legal action or equitable proceeding for such purpose commenced prior to such mailing; provided, however, that any Fiduciary and the Corporation prior to such mailing and any such further period during which any such action or proceeding may be pending shall. be entitled in their absolute discretion to take such action, or to refrain from taking such action, with respect to such Supplemental Indenture or amendment to a Bond Document as they may deem expedient. Section 11.04. Amendment of Particular Bonds. The provisions of this Article shall not prevent any Registered Owner from accepting any amendment as to the particular Bonds held by such Registered,Owner, provided that due notation thereof is made on such Bonds. Section 11.05. Exclusion of Bonds. Bonds owned or held by or for the account of the Corporation shall not be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds provided for in this Article, and the Corporation shall not be entitled with respect to such Bonds to give any consent or take any other action provided in this Article. At the time of any consent or other action taken under this Article, the Corporation shall furnish the Trustee a certificate of an Authorized Corporation Representative, upon which the Trustee may rely, describing all Bonds so to be excluded. Section 11.06. General Provisions. (a) This Indenture and the Bond Documents shall not be modified or amended in any respect except as provided in and in accordance with and subject to provisions of this Article. (b) Any Supplemental Indenture or amendment to a Bond Document referred to and permitted or authorized by Section 11.01 hereof may be entered into by the Corporation and the Trustee, as applicable, without the consent of any of the Registered Owners, but shall become effective only (i) after the parties thereto have duly executed 4833-7920-8961.4 1 1 1 ered Owner thereof has notice thereof) unless such consent is revoked in writing by the Registered Owner of such Bonds giving such consent or a subsequent Registered Owner thereof by filing with the Trustee, prior to the time when the written statement of the Trustee hereinafter in this Section provided for is filed, such revocation. The fact that a consent has not been revoked may likewise be proved by a certificate of the Trustee filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. such Supplemental Indenture or Bond Document, (ii) following written notice of the proposed supplement or amendment provided to the Registered Owners and (iii) if such Supplemental Indenture or amendment meets the conditions, and to the extent provided, in Section 11.01 hereof. Prior to entering into any Supplemental Indenture or amendment to a Bond Document, the Trustee shall receive an opinion of Bond Counsel, in form and substance satisfactory to the Trustee, stating that such Supplemental Indenture or amendment to a Bond Document has been duly and lawfully entered into by the Corporation in accordance with the provisions of this Indenture, is authorized or permitted by this Indenture, and is valid and binding upon the Corporation, and will not be materially adverse to the interests of the Registered Owners or adversely affect the exclusion from gross income for federal income tax purposes of any interest on the Bonds. (c) Provided the Management Agreement has not been terminated, Manager's written consent shall be required to any Supplemental Indenture or amendment or other modification to a Bond Document which is in contravention of the rights of the Manager contained herein or in any other Bond Document, or which adversely affects or could adversely affect, modify or otherwise change any of the Manager's rights, recourses, remedies, entitlements, benefits, liabilities, burdens, obligations, or other agreements under this Indenture, the Cash Management Agreement or the Management Agreement, or otherwise. Section 11.07. Notation- on Bonds. Bonds authenticated and delivered after the effective date of any action taken as provided in this Article may, and, if the Trustee so determines shall, bear a notation by endorsement or otherwise in form approved by the Trustee as to such action, and in that case upon demand of the Registered Owner of any Bond Outstanding at such effective date and presentation of his Bond for the purpose at the designated office of the Trustee or other Fiduciary responsible for transferring Bonds or upon any transfer of any Bond Outstanding at such effective date, suitable notation shall be made on such Bond or upon any Bond issued upon any such transfer by the Trustee or other Fiduciary responsible for transferring Bonds as to any such action. If the Trustee shall so determine, new Bonds so modified as directed by the Trustee to conform to such action shall be prepared, authenticated and delivered, and upon demand of the Registered Owner of any Bond Outstanding shall be exchanged, without cost to such Registered Owner, for Bonds Outstanding, upon surrender of such Bonds, for Bonds of the same Series and maturity then Outstanding. Section 11.08. Mailing. Any provision in this Article for the mailing of a notice or other instrument to Registered Owners shall be fully complied with if it is mailed postage prepaid only to each Registered Owner of Bonds at his address, if any, appearing upon the Register and to the Trustee. ARTICLE XII PRIORITY OF BONDS AND OTHER JUNIOR LIEN OBLIGATIONS Section 12.01. Junior Lien Obligations. The Corporation reserves the right to issue for any lawful purpose directly related to the Project, bonds, notes, or other obligations secured in 4833-7920-8961.4 112 Bond Document referred to and permitted or authorized by Section 11.01 hereof may be entered into by the Corporation and the Trustee, as applicable, without the consent of any of the Registered Owners, but shall become effective only (i) after the parties thereto have duly executed 4833-7920-8961.4 1 1 1 ered Owner thereof has notice thereof) unless such consent is revoked in writing by the Registered Owner of such Bonds giving such consent or a subsequent Registered Owner thereof by filing with the Trustee, prior to the time when the written statement of the Trustee hereinafter in this Section provided for is filed, such revocation. The fact that a consent has not been revoked may likewise be proved by a certificate of the Trustee filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. whole or in part by liens on the Available Revenues that are junior and subordinate to the lien on Available Revenues securing payment of the Bonds and Short Term Indebtedness and to the other provisions of this Indenture, payable from any amounts available therefor as set forth in Section 5.10(d). Any such subordinated obligation shall be subject to the provisions of a subordination agreement delivered by the creditors thereon to the Trustee and approved by the Controlling Party, containing the provisions substantially to the effect as set forth in Section 12.02 hereof providing that such obligations are and shall remain junior and subordinate to the First Tier Bonds, the Second Tier Bonds, and the Short Term Indebtedness. Notwithstanding anything herein to the contrary, the Corporation reserves the right to issue or incur for any lawful purpose obligations payable from funds of the Corporation which are not a part of the Trust Estate. Section 12.02. Priority of Payment of Bonds. (a) Payment of Debt Service on each Tier of Bonds and of each Series of Bonds within each Tier shall be subject to (i)the priority of the deposits to be made in the applicable Debt Service Accounts in accordance with Section 5.05 and Section 5.06 hereof and (ii) the availability of amounts on deposit in a particular Fund or Account to pay such Debt Service as set forth herein. (b) Notwithstanding any other provisions of this Indenture, as long as any First Tier Bonds are Outstanding, no Event of Default shall exist or may be declared to exist with respect to the Second Tier Bonds and the Trustee shall not declare a default with respect to the Second Tier Bonds or otherwise enforce the provisions hereof relating to the Second Tier Bonds. The Registered Owners of the Second Tier Bonds, by acceptance of their Bonds, expressly agree to and acknowledge that so long as any First Tier Bonds are Outstanding, (i) no payments will be due and payable on any Second Tier Bond if the Trustee does not rightfully hold sufficient funds in the Second Tier Debt Service Account which is rightfully available for transfer to the Second Tier Debt Service Account or any other account to make such payment, (ii) no Registered Owner of a Second Tier Bond will institute against, or join any other person in instituting against, the Cityor the Corporation any bankruptcY� reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any bankruptcy or similar law, until the date on which no First Tier Bonds remain Outstanding and (iii) so long as any First Tier Bonds remain Outstanding, no default or Event of Default shall exist or may be declared to exist with respect to the Second Tier Bonds. (c) Upon any distribution of all or any part of the Trust Estate to any Registered Owner: (i) in the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Corporation, or its assets; (ii) in the event of any liquidation, dissolution or other winding up of the Corporation, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; 4833-7920-8961.4 113 bligations secured in 4833-7920-8961.4 112 Bond Document referred to and permitted or authorized by Section 11.01 hereof may be entered into by the Corporation and the Trustee, as applicable, without the consent of any of the Registered Owners, but shall become effective only (i) after the parties thereto have duly executed 4833-7920-8961.4 1 1 1 ered Owner thereof has notice thereof) unless such consent is revoked in writing by the Registered Owner of such Bonds giving such consent or a subsequent Registered Owner thereof by filing with the Trustee, prior to the time when the written statement of the Trustee hereinafter in this Section provided for is filed, such revocation. The fact that a consent has not been revoked may likewise be proved by a certificate of the Trustee filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (iii) in the event of any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Corporation; or (iv) in any manner inconsistent with the provisions of this Section then in any such event payment of Debt Service on the Bonds shall be made subject to the provisions of Section 9.05 herein. In addition, so long as any First Tier Bonds are then Outstanding, all rights and votes that the Registered Owners of the Second Tier Bonds and the City, have upon the occurrence of any of the events set forth in clauses (i), (ii) or (iii) above shall be assigned to the Registered Owners of the First Tier Bonds. If no First Tier Bonds are then Outstanding, all rights and votes of all of the City shall be assigned to the Registered Owners of the Second Tier Bonds upon the occurrence of any of the events set forth in clauses (i), (ii) or(iii). (d) If any payments are received by any of the Registered Owners on account of its Bonds contrary to the provisions hereof, such payments shall be held in trust by such Registered Owners for the Trustee's benefit and shall be delivered to the Trustee in kind, to be applied to, or held as collateral for, the payment of the Bonds then entitled to be paid from such amounts. ARTICLE XIII CONDITIONS CONCERNING CITY APPROPRIATIONS AND BOND INSURANCE Section 13.01. Transfers From City Appropriation Fund. (a) If, on the fifteenth Business Day prior to any Interest Payment Date, there is not on deposit with the Trustee in the First Tier Debt Service Account (after giving effect to any anticipated transfer of funds from any other Fund or Account pursuant to Section 5.06(a) hereof), moneys sufficient to pay the principal of and interest due on the Series 2007 Bonds on such date, the Trustee shall give notice to the City, to the Corporation, and to the Manager, by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day. If, on the fifth Business Day prior to the Interest Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the Series 2007 Bonds on such date, the Trustee shall give notice by telephone to the City, of the amount of such deficiency, and the allocation of such deficiency between the amount required to pay interest on the Series 2007 Bonds and the amount required to pay principal of the Series 2007 Bonds, confirmed in writing to the City, by 12:00 noon, New York City time, on such Business Day. (b) In the event the Series 2007 Bonds mature or are subject to redemption pursuant to Section 4.03, upon receipt of the moneys due, affected Registered Owners shall surrender their Series 2007 Bonds to the Trustee who shall authenticate and deliver to such Registered Owner a new Series 2007 Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Series 2007 Bond surrendered, and upon maturity or other advancement of maturity and receipt of the moneys due, Registered 4833-7920-8961.4 114 winding up of the Corporation, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; 4833-7920-8961.4 113 bligations secured in 4833-7920-8961.4 112 Bond Document referred to and permitted or authorized by Section 11.01 hereof may be entered into by the Corporation and the Trustee, as applicable, without the consent of any of the Registered Owners, but shall become effective only (i) after the parties thereto have duly executed 4833-7920-8961.4 1 1 1 ered Owner thereof has notice thereof) unless such consent is revoked in writing by the Registered Owner of such Bonds giving such consent or a subsequent Registered Owner thereof by filing with the Trustee, prior to the time when the written statement of the Trustee hereinafter in this Section provided for is filed, such revocation. The fact that a consent has not been revoked may likewise be proved by a certificate of the Trustee filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Owners shall surrender their Series 2007 Bonds for cancellation. The Trustee shall designate any portion of payment of principal on Series 2007 Bonds paid from amounts on deposit in the City Appropriation Fund, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Series 2007 Bonds registered to the then current Registered Owner, whether DTC or its nominee or otherwise, and shall authenticate and deliver a replacement Series 2007 Bond to the City, registered in the name of the City, in a principal amount equal to the amount of principal so paid (without regard to Authorized Denominations), provided that the Trustee's failure to so designate any payment or issue any replacement Series 2007 Bond shall have no effect on the amount of principal or interest payable hereunder on any Series 2007 Bond or the subrogation rights of the City. (c) Subject to and conditioned upon payment of any interest or principal with respect to the Series 2007 Bonds by or on behalf of the City, each Registered Owner, by its purchase of Series 2007 Bonds, hereby assigns to the City, but only to the extent of payments from amounts on deposit in the City Appropriation Fund, all rights to the payment of interest or principal on the Series 2007 Bonds, which are then due for payment. The City may exercise any option, vote, right, power or the like with respect to Series 2007 Bonds to the extent it has made a principal payment from amounts on deposit in the City Appropriation Fund. The foregoing assignment is in addition to, and not in limitation of, rights of subrogation otherwise available to the City in respect of such payments. The Trustee shall take such action and deliver such instruments as may be reasonably requested or required by the City to effectuate the purpose or provisions of this subsection (c). (d) The Trustee shall keep a complete and accurate record of all funds deposited by the City into the City Appropriation Fund Account and the allocation of such funds to payment of interest on and principal paid in respect of any Series 2007 Bond. The City shall have the right to inspect such records at reasonable times upon one Business Day's prior notice to the Trustee. (e) The Trustee shall mark on each Series 2007 Bond presented for payment at maturity and upon acceleration (i) the date to which interest has been paid on such Series 2007 Bond, (ii) all payments of principal made on such Series 2007 Bond and (iii) if all or any portion of any payment of principal on such Series 2007 Bond was made with funds paid from amounts on deposit in the City Appropriation Fund, the legend "$[insert applicable amount] paid by the City," provided that the Trustee's failure to mark any Series 2007 Bond shall have no effect on the amount of principal or interest payable by the Corporation on any Series 2007 Bond or the subrogation rights, if any, of the City. Section 13.02. Subrogation; Effect of Payments by the City. The City shall, to the extent it makes any payment with respect to the Series 2007 Bonds or any other Bonds, become subrogated to the rights of the recipients of such payments. Neither the Corporation, the Design/Builder nor the Manager shall be discharged from their respective obligations hereunder or under the Transaction Documents upon payment of principal of and interest on the Series 2007 Bonds or any other Bonds by the City. 4833-7920-8961.4 115 nly (i) after the parties thereto have duly executed 4833-7920-8961.4 1 1 1 ered Owner thereof has notice thereof) unless such consent is revoked in writing by the Registered Owner of such Bonds giving such consent or a subsequent Registered Owner thereof by filing with the Trustee, prior to the time when the written statement of the Trustee hereinafter in this Section provided for is filed, such revocation. The fact that a consent has not been revoked may likewise be proved by a certificate of the Trustee filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Section 13.03. Access to Records. The registration records and other books and records of the Trustee relating to the Bonds shall be made available to the City, the Corporation, the Registered Owners of at least 10% of the Bonds of a Series then Outstanding (but solely at its expense and in no event more often than once each Operating Year or upon the occurrence of an Event of Default) or their agents designated in writing to the Trustee during regular business hours upon written request, for purposes of inspection and copying. Section 13.04. Financial Guaranty Insurance Policy. All amounts received under the Financial Guaranty Insurance Policy shall be used solely for the payment of principal of and interest on the Series 2007 Bonds, when due. Section 13.05. Payment Procedure Pursuant to Financial Guaranty Insurance Policy. As long as the Financial Guaranty Insurance Policy shall be in full force and effect, the Corporation and the Trustee agree to comply with the following provisions: [TO BE SUPPLIED BY BOND INSURER] Section 13.06. Notices and Reports to be Given to Bond Insurer. (a) The Corporation will permit Bond Insurer to discuss the affairs, finances and accounts of the Corporation or any information Bond Insurer may reasonably request regarding the security for the Series 2007 Bonds with appropriate officers of the Corporation and, upon reasonable notice, with the Asset Manager. The Trustee or the Corporation, as appropriate, will permit Bond Insurer to have access to the Project and have access to make copies, at Bond Insurer's expense, of all books and records relating to the Series 2007 Bonds at any reasonable time. (b) Bond Insurer shall have the right to direct an accounting at the Corporation's expense, and the Corporation's failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from Bond Insurer shall be deemed a default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any registered Owner of the Series 2007 Bonds. (c) The Trustee or the Corporation, as appropriate, shall notify Bond Insurer (Attention: General Counsel Office) of any failure of the Corporation to provide relevant notice, certificates, etc. Notwithstanding any other provision of this Indenture, the Trustee or the Corporation, as appropriate, shall promptly notify Bond Insurer (Attention: General Counsel Office) if at any time there are insufficient moneys to make any payments of principal and/or interest as required hereunder and promptly upon the occurrence of any Event of Default hereunder. (d) While the Financial Guaranty Insurance Policy is in effect, the Corporation or the Trustee, as appropriate, shall furnish to Bond Insurer (to the attention of the Surveillance Department, unless otherwise noted) (i) a copy of any notice to be given to the Trustee or the registered Owners of the Series 2007 Bonds, including, 4833-7920-8961.4 116 of such payments. Neither the Corporation, the Design/Builder nor the Manager shall be discharged from their respective obligations hereunder or under the Transaction Documents upon payment of principal of and interest on the Series 2007 Bonds or any other Bonds by the City. 4833-7920-8961.4 115 nly (i) after the parties thereto have duly executed 4833-7920-8961.4 1 1 1 ered Owner thereof has notice thereof) unless such consent is revoked in writing by the Registered Owner of such Bonds giving such consent or a subsequent Registered Owner thereof by filing with the Trustee, prior to the time when the written statement of the Trustee hereinafter in this Section provided for is filed, such revocation. The fact that a consent has not been revoked may likewise be proved by a certificate of the Trustee filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. without limitation, notice of any redemption (other than redemptions pursuant to mandatory sinking fund payments due on the Series 2007 Bonds) of or defeasance of Series 2007 Bonds, and any certificate pursuant to this Indenture relating to the security for the Series 2007 Bonds, (ii) as soon as practicable after the filing thereto, a copy of any financial statement of the Corporation and a copy of any audit and annual report of the Corporation; and (iii) such additional information it may reasonably request. Section 13.07. Bond Insurer as Third-Party Beneficiary. Bond Insurer is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any right, remedy or claim conferred, given or granted hereunder. Section 13.08. Consents of Bond Insurer. (a) Except with respect to matters referred to in clauses (i) through (v) of Section 11.02, Bond Insurer's consent hereunder shall be required in lieu of the Registered Owners of the Series 2007 Bonds consent. (b) Without limiting the generality of the foregoing, Bond Insurer's consent shall be required for removal of the Trustee and selection and appointment of any successor trustee and initiation or approval of any other action which, but for clause (a) above, would require Registered Owners' consent. ARTICLE XIV MISCELLANEOUS Section 14.01. Evidence of Signatures of Registered Owners and Ownership of Bonds. • (a) Any request, consent, revocation of consent or other instrument which this Indenture may require or permit to be signed and executed by the Registered Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Registered Owners in person or by their attorneys appointed in writing. Proof of the execution of any such instrument, or of an instrument appointing any such attorney, shall be sufficient for any purpose of this Indenture (except as otherwise therein expressly provided) if made in the following manner, or in any other manner satisfactory to the Trustee, whiph may nevertheless in its discretion require further or, other proof in cases where it deems the same desirable: (i) The fact and date of the execution by any Registered Owner or his attorney of such instruments may be proved by a guarantee of the signature thereon by a bank or trust company or member of a national securities exchange or by the certificate of any notary public or other officer authorized to take acknowledgments of deeds, that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or 4833-7920-8961.4 117 e Corporation or the Trustee, as appropriate, shall furnish to Bond Insurer (to the attention of the Surveillance Department, unless otherwise noted) (i) a copy of any notice to be given to the Trustee or the registered Owners of the Series 2007 Bonds, including, 4833-7920-8961.4 116 of such payments. Neither the Corporation, the Design/Builder nor the Manager shall be discharged from their respective obligations hereunder or under the Transaction Documents upon payment of principal of and interest on the Series 2007 Bonds or any other Bonds by the City. 4833-7920-8961.4 115 nly (i) after the parties thereto have duly executed 4833-7920-8961.4 1 1 1 ered Owner thereof has notice thereof) unless such consent is revoked in writing by the Registered Owner of such Bonds giving such consent or a subsequent Registered Owner thereof by filing with the Trustee, prior to the time when the written statement of the Trustee hereinafter in this Section provided for is filed, such revocation. The fact that a consent has not been revoked may likewise be proved by a certificate of the Trustee filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. partnership, such signature guarantee, certificate or affidavit shall also constitute sufficient proof of his authority. (ii) The amount of Bonds transferable by delivery held by any Person executing any instrument as a Registered Owner, the date of his holding such Bonds, and the numbers and other identification thereof, may be proved by a certificate, which need not be acknowledged or verified, in form satisfactory to the Trustee, executed by the Trustee or by a member of a financial firm or by an officer of a bank, trust company, insurance company or financial corporation or other depository wherever situated, showing at the date mentioned that such person exhibited to such member or officer or had on deposit with such depository the Bonds described in such certificate. Such certificate may be given by a member of a financial firm or by an officer of any bank, trust company, insurance company or financial corporation or depository with respect to Bonds owned by it, if acceptable to the Trustee. In addition to the foregoing provisions, the Trustee may from time to time make such reasonable regulations as it may deem advisable permitting other proof of holding of Bonds transferable by delivery. (b) The ownership of Bonds and the amount, numbers and other identification, and date of holding the same shall be provided by the Registrar. (c) `Any request or consent by the Registered Owner of any Bond shall bind all future Registered Owners of such Bond in respect of anything done or suffered to be done by the Corporation or any Fiduciary in accordance herewith. (d) In determining whether the Registered Owners of the requisite percentage of the Series or Tier of Bonds have been met for any request, consent, approval or other action required hereunder from such Registered Owners, such requisite percentage shall be based upon the principal amount of all of the Bonds of such Series or Tier then Outstanding, excluding any Bonds then registered in the name of the Corporation and the City. Section 14.02. Money Held for Particular Bonds. Subject to the provisions of Section 14.04 hereof, the amounts held by the Trustee for the payment of the interest or principal or Redemption Price due on any date with respect to particular Bonds shall, on and after such date and pending such paymept, be set aside on its books and held in trust by it foT the Registered Owners of the Bonds entitled thereto. Section 14.03. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject at all reasonable times upon reasonable notice to the inspection of the Corporation, and any Registered Owner and their agents and their representatives, any of whom may make copies thereof at the expense of the party so requesting. Section 14.04. Failure to Present Bonds. Anything in this Indenture to the contrary notwithstanding, but subject to any applicable escheat or unclaimed property laws of the State, 4833-7920-8961.4 118 (i) a copy of any notice to be given to the Trustee or the registered Owners of the Series 2007 Bonds, including, 4833-7920-8961.4 116 of such payments. Neither the Corporation, the Design/Builder nor the Manager shall be discharged from their respective obligations hereunder or under the Transaction Documents upon payment of principal of and interest on the Series 2007 Bonds or any other Bonds by the City. 4833-7920-8961.4 115 nly (i) after the parties thereto have duly executed 4833-7920-8961.4 1 1 1 ered Owner thereof has notice thereof) unless such consent is revoked in writing by the Registered Owner of such Bonds giving such consent or a subsequent Registered Owner thereof by filing with the Trustee, prior to the time when the written statement of the Trustee hereinafter in this Section provided for is filed, such revocation. The fact that a consent has not been revoked may likewise be proved by a certificate of the Trustee filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. any money held by a Fiduciary in trust for the payment and discharge of any of the Bonds which remain unclaimed for such period of time, after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, that the Registered Owner thereof shall no longer be able to enforce the payment thereof, the Fiduciary shall at the written request of the Corporation received at least ten (10) days prior to the expiration and/or running of any applicable escheat or unclaimed property laws, pay such money to the Corporation as its absolute property and free from trust, and the Fiduciary shall thereupon be released and discharged with respect thereto and the Registered Owners shall look only to the Corporation for the payment of such Bonds; provided, however, that before being required to make any such payment to the Corporation, the Fiduciary shall, at the written direction and expense of the Corporation, cause to be mailed to the Registered Owners of the Bonds entitled to such money, a notice that such money remains unclaimed and that, after a date named in said notice at the Corporation's written direction, which date shall be not less than 30 days after the date of the mailing of such notice, the balance of such money then unclaimed will be returned to the Corporation. Section 14.05. Filing of Security Instruments. The Trustee and the Corporation hereby covenant that they will cause to be filed all documents, security instruments and financing statements as they may reasonably deem necessary to protect and maintain in force the lien and pledge of, and the security interests created by, this Indenture and the Deed of Trust. Without limitation, the Trustee and the Corporation shall execute and file with Douglas County, Nebraska, and with the Secretary of State of Nebraska financing statements meeting the requirements of the Uniform Commercial Code of Nebraska with respect to the Available Revenues, Lockbox Fund, and the other Funds, Accounts, properties and interests therein comprising the Trust Estate. The Trustee and the Corporation shall execute and file with the clerk of the Secretary of State and the aforesaid County Clerk's office such financing or continuation statements or other documents as in the opinion of counsel to the Corporation may be necessary to maintain the perfection of the lien hereof. Within ten days after any filing required by this Section (other than in connection with the issuance of the Series 2007 Bonds issued hereunder), the Corporation shall deliver to the Trustee an opinion of counsel to the Corporation stating that such filing has been accomplished and setting forth the particulars thereof. Not more than six months nor less than one month prior to each fifth anniversary of the date of delivery of the Series 2007 Bonds hereunder (or such other date on which financing statements will expire), the Corporation shall deliver to the Trustee an opinion of such counsel, addressed to the Trustee, stating that no recording or filing (including any re-filing) of any instrument is necessaryduring ,the five-yearperiod immediatelysucceedingsuch fifth Y , anniversary date or expiration date in order to comply with this Section or, if such recording or filing is necessary, setting forth the requirements to be met and promptly thereafter shall deliver to the Trustee an opinion of such counsel showing that they have been met. If the Corporation fails to deliver such opinion of counsel within such period, the Trustee shall notify the Registered Owners and shall file such continuation statements and such other instruments as are required in order to protect and maintain in force the lien and pledge of, and the security interest created by, this Indenture and the Bond Documents. Section 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Registered Owners of the Bonds, any right, remedy or claim under or by reason of this Indenture or any Supplemental Indenture or any covenant, condition or stipulation hereof or thereof; and all the covenants, stipulations, promises and agreements in this Indenture and each Supplemental Indenture contained by and on behalf of the Corporation shall be for the sole and exclusive benefit of the Corporation, the Trustee, the Bond Insurer and the Registered Owners of the Bonds thereunto appertaining; provided that to the extent that this Indenture confers upon or gives or grants to the Manager any right or claim under or by reason of this Indenture, the Manager is hereby expressly recognized as being a third-party beneficiary hereunder and, as a third party beneficiary of this Indenture, shall have all rights,remedies and recourses available as if it were a party to and signatory of this Indenture, including, without limitation, the right by mandamus or other suit, action or proceeding at law or in equity to require the Trustee or the Corporation to perform its covenants, representations, duties, obligations and other agreements with respect to the Manager under this Indenture, the Cash Management Agreement or the Management Agreement; by action or suit in equity to enjoin any omissions, act or things which may be unlawful or in violation of any of the rights of Manager; and take such other steps to protect and enforce its rights whether by action, suit or proceeding in aid of the execution of any power herein granted or for the enforcement of any other appropriate legal or equitable remedy, including, but not limited to, an action for specific performance. No remedy herein conferred upon or reserved to the Manager is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder, under the Cash Management Agreement or under the Management Agreement or the other Transaction Documents now or hereafter existing at law or in equity or by statute. The parties hereto acknowledge and agree that the inclusion of the aforesaid third party beneficiary rights conferred to Manager hereunder and the intentions of the parties hereto to permit and grant same are a material inducement to Manager's agreement to permit this Indenture to control in the event of any inconsistencies between it and the Cash Management Agreement and to Manager's agreement to enter into the Cash Management Agreement and the Management Agreement. Section 14.07. No Recourse on the Bonds. No recourse shall be had for the payment of the principal, Accreted Value or Redemption Price of or interest on the Bonds or for any claim based thereon or for any other obligation under this Indenture or on any Supplemental Indenture against any officer or employee of the Corporation or the Trustee or any person executing or authenticating the Bonds. Section 14.08. No Individual Liability. NOTWITHSTANDING ANY OTHER PROVISIONS OF OR INFERENCES IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, NO COVENANT OR AGREEMENT CONTAINED IN THE BONDS, THIS INDENTURE OR ANY SUPPLEMENTAL INDENTURE OR ANY OTHER TRANSACTION DOCUMENT SHALL BE DEEMED TO BE THE COVENANT OR AGREEMENT OF ANY MEMBER OF THE BOARD OR ANY OFFICER, AGENT, EMPLOYEE OR REPRESENTATIVE OF THE CORPORATION OR THE TRUSTEE, AND NEITHER THE OFFICERS, AGENTS, EMPLOYEES OR REPRESENTATIVES OF THE CORPORATION OR THE TRUSTEE NOR ANY PERSON EXECUTING OR AUTHENTICATING THE BONDS SHALL BE PERSONALLY LIABLE THEREON OR BE SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THE ISSUANCE THEREOF, WHETHER BY VIRTUE OF ANY 4833-7920-8961.4 120 interest created by, this Indenture and the Bond Documents. Section 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. CONSTITUTIONAL PROVISION, STATUTE OR RULE OF LAW, OR BY THE ENFORCEMENT OF ANY ASSESSMENT OR PENALTY, OR OTHERWISE, ALL SUCH LIABILITY BEING EXPRESSLY RELEASED AND WAIVED AS A CONDITION OF AND IN CONSIDERATION FOR THE EXECUTION OF THIS INDENTURE, ANY SUPPLEMENTAL INDENTURE AND THE ISSUANCE OF THE BONDS. Section 14.09. Indenture and Supplemental Indentures to Constitute Contracts. In consideration of the purchase and acceptance of any and all of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Indenture and each Supplemental Indenture shall be deemed to be and shall constitute a contract among the Corporation, the Trustee and the Registered Owners of the Bonds, and as provided in Section 14.06 herein, the Manager shall be considered a third-party beneficiary of this Indenture and each Supplemental Indenture to the extent set forth in such Section 14.06 herein; and the pledge made in this Indenture and the covenants and agreements herein and therein set forth to be performed by or on behalf of the Corporation shall be for the equal benefit, protection and security of the Registered Owners of any and all of the Bonds, all of which, regardless of the time or times of their authentication and delivery or maturity, shall be of equal rank within preference, priority or distinction of any of the Bonds over any other thereof; except as otherwise provided in or permitted by this Indenture or Supplemental Indenture. Section 14.10. Notice. Any notice, demand, direction, request, or other instrument authorized or required by this Indenture to be given to or filed with the Corporation, the Design/Builder, the City, Bond Insurer or the Trustee shall be deemed to have been given only upon receipt. Any notice shall be sent by registered or certified mail or by overnight delivery, postage prepaid, to the address specified below or, to such other address as may be designated in writing by the parties: Corporation: City of Omaha Convention Hotel Corporation President Suite 1111, 1819 Farnam Street Omaha,NE 68183 Trustee: Wells Fargo Bank, National Association Corporate Trust Services 1248 "0" Street Lincoln,NE 68508/ City: City of Omaha,Nebraska City Finance Depailinent 1819 Farnam Street Room 1004, 10th Floor Omaha,NE 68183 4833-7920-8961.4 121 Agreement and the Management Agreement. Section 14.07. No Recourse on the Bonds. No recourse shall be had for the payment of the principal, Accreted Value or Redemption Price of or interest on the Bonds or for any claim based thereon or for any other obligation under this Indenture or on any Supplemental Indenture against any officer or employee of the Corporation or the Trustee or any person executing or authenticating the Bonds. Section 14.08. No Individual Liability. NOTWITHSTANDING ANY OTHER PROVISIONS OF OR INFERENCES IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, NO COVENANT OR AGREEMENT CONTAINED IN THE BONDS, THIS INDENTURE OR ANY SUPPLEMENTAL INDENTURE OR ANY OTHER TRANSACTION DOCUMENT SHALL BE DEEMED TO BE THE COVENANT OR AGREEMENT OF ANY MEMBER OF THE BOARD OR ANY OFFICER, AGENT, EMPLOYEE OR REPRESENTATIVE OF THE CORPORATION OR THE TRUSTEE, AND NEITHER THE OFFICERS, AGENTS, EMPLOYEES OR REPRESENTATIVES OF THE CORPORATION OR THE TRUSTEE NOR ANY PERSON EXECUTING OR AUTHENTICATING THE BONDS SHALL BE PERSONALLY LIABLE THEREON OR BE SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THE ISSUANCE THEREOF, WHETHER BY VIRTUE OF ANY 4833-7920-8961.4 120 interest created by, this Indenture and the Bond Documents. Section 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Manager: Hilton Hotels Corporation 9336 Civic Center Drive Beverly Hills, CA 90210 Attention: General Counsel With a copy to: General Manager [Address of Hotel] and: Andrews Kurth L.L.P. 1717 Main Street Suite 3700 Dallas, TX 75201 Bond Insurer: Section 14.11. Governing Law. This Indenture and each Supplemental Indenture shall be governed in all respects, including validity, interpretation and effect, by, and shall be enforceable in accordance with, the laws of the State of Nebraska without regard to conflict of laws provisions. Section 14.12. Severability of Invalid Provisions. If any one or more of the covenants or agreements provided in this Indenture or any Supplemental Indenture on the part of the Corporation or the Trustee to be performed shall be contrary to law, then such covenant or covenants or agreement or agreements shall be deemed severable from the remaining covenants and agreements, and shall in no way affect the validity of the other provisions of this Indenture or any Supplemental Indenture. Section 14.13. Successors. Whenever in this Indenture or any Supplemental Indenture the Corporation or the Trustee is named or referred to, it shall be deemed to include any entity succeeding to the principal functions and powers of the Corporation or the Trustee, as appropriate, and all the covenants and agreements in this Indenture and each Supplemental Indenture by or on behalf of the Corporation or the Trustee shall bind and inure to the benefit of said successor whether so expressed or not. Section 14.14. Business Days. If the date for'making any payment or the last date for ' performance of any act or the exercising of any right, as provided in this Indenture, shall not be a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day, with the same force and effect as if done on the nominal date provided in this Indenture, and no interest shall accrue for the period after such nominal date. Section 14.15. Execution in Several Counterparts: This Indenture may be simultaneously executed in several counterparts, all of which shall constitute one and the same instrument and each of which shall be, and shall be deemed to be, an original. 4833-7920-8961.4 122 m 1004, 10th Floor Omaha,NE 68183 4833-7920-8961.4 121 Agreement and the Management Agreement. Section 14.07. No Recourse on the Bonds. No recourse shall be had for the payment of the principal, Accreted Value or Redemption Price of or interest on the Bonds or for any claim based thereon or for any other obligation under this Indenture or on any Supplemental Indenture against any officer or employee of the Corporation or the Trustee or any person executing or authenticating the Bonds. Section 14.08. No Individual Liability. NOTWITHSTANDING ANY OTHER PROVISIONS OF OR INFERENCES IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, NO COVENANT OR AGREEMENT CONTAINED IN THE BONDS, THIS INDENTURE OR ANY SUPPLEMENTAL INDENTURE OR ANY OTHER TRANSACTION DOCUMENT SHALL BE DEEMED TO BE THE COVENANT OR AGREEMENT OF ANY MEMBER OF THE BOARD OR ANY OFFICER, AGENT, EMPLOYEE OR REPRESENTATIVE OF THE CORPORATION OR THE TRUSTEE, AND NEITHER THE OFFICERS, AGENTS, EMPLOYEES OR REPRESENTATIVES OF THE CORPORATION OR THE TRUSTEE NOR ANY PERSON EXECUTING OR AUTHENTICATING THE BONDS SHALL BE PERSONALLY LIABLE THEREON OR BE SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THE ISSUANCE THEREOF, WHETHER BY VIRTUE OF ANY 4833-7920-8961.4 120 interest created by, this Indenture and the Bond Documents. Section 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Section 14.16. Balances in Certain Funds and Accounts. All amounts remaining on deposit in the Funds and Accounts after the principal, Accreted Value or Redemption Price of and interest due or to become due on all Bonds has been paid or deemed to have been paid pursuant to Article VIII hereof shall be delivered to or upon the direction of the Corporation. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4833-7920-8961.4 123 3-7920-8961.4 D MAY)— i 2007 9-4 ATTEST: (5/VA7 CITY CLERK OF THE CITTY OF OMAHA t y . APPROVE AS ITY ATTORNEY 4841-5850-4961.4 Subject: Request for a flammable liquid fire district at 5601 North 103 St. The address mentioned above meets local codes and requirements for water supply and fire apparatus access. ' \ ‘ 1 V �� or 2 u P:\PRPP 1\15170pjm.doc IN WITNESS WHEREOF, the Corporation and the Trustee have caused this Indenture to be executed and sealed on their behalf by their duly authorized representatives, all as of the day and year first written above. [SEAL] CITY OF OMAHA CONVENTION HOTEL CORPORATION, a Nebraska nonprofit corporation By President By Secretary-Treasurer WELLS FARGO BANK,NATIONAL ASSOCIATION, a national banking association By Title 4833-7920-8961.4 APPROVE AS ITY ATTORNEY 4841-5850-4961.4 Subject: Request for a flammable liquid fire district at 5601 North 103 St. The address mentioned above meets local codes and requirements for water supply and fire apparatus access. ' \ ‘ 1 V �� or 2 u P:\PRPP 1\15170pjm.doc EXHIBIT A . MASTER GLOSSARY OF TERMS [SEE ITEM#1 IN THE TRANSCRIPT] • 4833-7920-8961.4 • esentatives, all as of the day and year first written above. [SEAL] CITY OF OMAHA CONVENTION HOTEL CORPORATION, a Nebraska nonprofit corporation By President By Secretary-Treasurer WELLS FARGO BANK,NATIONAL ASSOCIATION, a national banking association By Title 4833-7920-8961.4 APPROVE AS ITY ATTORNEY 4841-5850-4961.4 Subject: Request for a flammable liquid fire district at 5601 North 103 St. The address mentioned above meets local codes and requirements for water supply and fire apparatus access. ' \ ‘ 1 V �� or 2 u P:\PRPP 1\15170pjm.doc EXHIBIT B [RESERVED] 4833-7920-8961.4 [SEE ITEM#1 IN THE TRANSCRIPT] • 4833-7920-8961.4 • esentatives, all as of the day and year first written above. [SEAL] CITY OF OMAHA CONVENTION HOTEL CORPORATION, a Nebraska nonprofit corporation By President By Secretary-Treasurer WELLS FARGO BANK,NATIONAL ASSOCIATION, a national banking association By Title 4833-7920-8961.4 APPROVE AS ITY ATTORNEY 4841-5850-4961.4 Subject: Request for a flammable liquid fire district at 5601 North 103 St. The address mentioned above meets local codes and requirements for water supply and fire apparatus access. ' \ ‘ 1 V �� or 2 u P:\PRPP 1\15170pjm.doc EXHIBIT C FORM OF SERIES 2007 BOND REGISTERED REGISTERED No. R- $ CITY OF OMAHA CONVENTION HOTEL CORPORATION Convention Center Hotel First Tier Revenue Refunding Bond Series 2007 Interest Rate Maturity Date Dated Date CUSIP February 1, 20 May 24, 2007 REGISTERED OWNER: Cede& Co. PRINCIPAL AMOUNT: Dollars City of Omaha Convention Hotel Corporation (the "Corporation"), for value received, hereby promises to pay upon surrender hereof at the designated corporate trust office of Wells Fargo Bank, National Association (the "Trustee"), solely from the sources and as herein and in the Indenture provided and permitted, to the Registered Owner hereof, or the registered assigns or legal representatives, the principal sum stated above on the maturity date stated above, subject to prior redemption as herein provided, and to pay, solely from such sources, interest hereon semiannually on each February 1 and August 1 (each, an "Interest Payment Date"), beginning August 1, 2007, at the Interest Rate stated above. Interest is payable from (a)the Dated Date set forth above, if this Series 2007 Bond is authenticated prior to August 1, 2007, or (b) otherwise from the February 1 or August 1, that is, or immediately precedes, the date on which this Series 2007 Bond is authenticated (unless payment of interest hereon is in default, in which case this Series 2007 Bond shall bear interest from the date to which interest has been paid). Interest is payable on each Interest Payment Date (i) by check or draft mailed on such date to the Registered Owner hereof at such Registered Owner's address as it appears on the Register, as defined in the Indenture, as hereafter defined, as of the close of business on the fifteenth day of the calendar month (whether or not a Business Day) preceding such Interest Payment Date (the "Record Date"), or (ii) by wire transfer in accordance with a written notice and completed wire instructions for a wire transfer address in the United States provided by the Registered Owner hereof to the Trustee not less than 15 days prior to such Interest Payment Date (which notice may provide that it will remain in effect with respect to subsequent Interest Payment Dates unless and until changed or revoked by subsequent notice); provided that such wire transfer shall only be made for a registered owner of$1,000,000 or more in aggregate principal amount of the Series 2007 Bonds as of the close of business on the Record Date for such Interest Payment Date. Notwithstanding the foregoing, the Record Date for defaulted interest shall be the fifth day 4833-7920-8961.4 rest on the Bonds or for any claim based thereon or for any other obligation under this Indenture or on any Supplemental Indenture against any officer or employee of the Corporation or the Trustee or any person executing or authenticating the Bonds. Section 14.08. No Individual Liability. NOTWITHSTANDING ANY OTHER PROVISIONS OF OR INFERENCES IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, NO COVENANT OR AGREEMENT CONTAINED IN THE BONDS, THIS INDENTURE OR ANY SUPPLEMENTAL INDENTURE OR ANY OTHER TRANSACTION DOCUMENT SHALL BE DEEMED TO BE THE COVENANT OR AGREEMENT OF ANY MEMBER OF THE BOARD OR ANY OFFICER, AGENT, EMPLOYEE OR REPRESENTATIVE OF THE CORPORATION OR THE TRUSTEE, AND NEITHER THE OFFICERS, AGENTS, EMPLOYEES OR REPRESENTATIVES OF THE CORPORATION OR THE TRUSTEE NOR ANY PERSON EXECUTING OR AUTHENTICATING THE BONDS SHALL BE PERSONALLY LIABLE THEREON OR BE SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THE ISSUANCE THEREOF, WHETHER BY VIRTUE OF ANY 4833-7920-8961.4 120 interest created by, this Indenture and the Bond Documents. Section 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. • preceding payment thereof. This Series 2007 Bond shall be payable as to principal and Redemption Price, as defined in the Indenture, and interest in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This Series 2007 Bond is one of an issue of $ City of Omaha Convention Hotel Corporation Convention Center Hotel First Tier Revenue Refunding Bonds, Series 2007 (the "Series 2007 Bonds"), being issued to provide funds which, together with certain other amounts, will be sufficient to refund and legally defease the Corporation's $102,970,000 Convention Center Hotel First Tier Revenue Bonds, Series 2002A; to purchase certain of the Corporation's Convention Center Hotel Third Tier Revenue Bonds, Series 2002B, for cancellation by the Trustee; to fund a debt service reserve fund; to fund certain capital improvements to the Project, to fund a working capital reserve fund, and to pay costs of issuing the Series 2007 Bonds. This Series 2007 Bond and the premium, if any, and the interest hereon are special limited obligations of the Corporation and are payable solely from the Trust Estate, as defined in the Indenture, including the Available Revenues, as defined in the Indenture, all in accordance with the Indenture. Upon deposit of Available Revenues with the Trustee pursuant to the Indenture, such Revenues are pledged to the payment of the Series 2007 Bonds to the extent and as provided in the Indenture. THIS SERIES 2007 BOND DOES NOT CONSTITUTE WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL PROVISION, AN INDEBTEDNESS, AN OBLIGATION OR A LOAN OF CREDIT OF THE CITY, OR ANY OTHER MUNICIPALITY, COUNTY, OR OTHER MUNICIPAL OR POLITICAL SUBDIVISION OF THE STATE AND SHALL NEVER CONSTITUTE OR CREATE A CHARGE AGAINST THE CREDIT OR THE TAXING POWER OF THE CITY, OR ANY POLITICAL SUBDIVISION THEREOF. THIS SERIES 2007 BOND IS NOT A GENERAL OBLIGATION OF THE CORPORATION (WHICH HAS NO TAXING POWER), BUT IS A SPECIAL, LIMITED OBLIGATION OF THE CORPORATION PAYABLE SOLELY IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. THE ISSUANCE OF THE SERIES 2007 BONDS SHALL NOT DIRECTLY OR INDIRECTLY OBLIGATE THE CITY, OR ANY POLITICAL SUBDIVISION THEREOF TO PROVIDE ANY FUNDS FOR THEIR PAYMENT. NEITHER THE CITY NOR ANY POLITICAL SUBDIVISION SHALL IN ANY MANNER BE LIABLE FOR THE PERFORMANCE OF ANY AGREEMENT OR PLEDGE OF ANY KIND WHICH MAY BE UNDERTAKEN BY THE CORPORATION NOR SHALL ANY BREACH THEREOF BY THE CORPORATION CREATE ANY OBLIGATIONS UPON THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. The Series 2007 Bonds are issued under an Amended and Restated Indenture of Trust dated as of May 1, 2007 (the "Indenture"), between the Corporation and the Trustee. Reference is hereby made to the Indenture for a description of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Corporation, the rights of the Registered Owners, as defined in the Indenture, of the Series 2007 Bonds and the terms upon which the Series 2007 Bonds are issued and secured. Additional Bonds ranking on parity with or subordinate to the Series 2007 Bonds may be issued on the terms provided in the 4833-7920-8961.4 C_2 AGENTS, EMPLOYEES OR REPRESENTATIVES OF THE CORPORATION OR THE TRUSTEE NOR ANY PERSON EXECUTING OR AUTHENTICATING THE BONDS SHALL BE PERSONALLY LIABLE THEREON OR BE SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THE ISSUANCE THEREOF, WHETHER BY VIRTUE OF ANY 4833-7920-8961.4 120 interest created by, this Indenture and the Bond Documents. Section 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Indenture. The Series 2007 Bonds and all Additional Bonds ranking on a parity with the Series 2007 Bonds are collectively referred to as the"First Tier Bonds." So long as the payment of the principal of and interest on the First Tier Bonds is being timely paid, either the City of Omaha or the Bond Insurer shall have the right as "Controlling Party" under the Indenture, and the rights of the Registered Owners of the First Tier Bonds to consent to or direct certain actions of the Trustee under the Indenture shall be limited. The Series 2007 Bonds may not be called for redemption except as provided herein and in the Indenture. The Series 2007 Bonds maturing on or before February 1, 20 , are not subject to optional redemption prior to maturity. The Series 2007 Bonds maturing on or after February 1, 20 are subject to redemption at the option of the Corporation, in whole on any date or in part on any Interest Payment Date, on or after February 1, 20 , from any legally available funds, at a Redemption Price equal to the principal amount thereof without premium, plus accrued interest with respect thereto to the date fixed for redemption. The Series 2007 Bonds with a stated Maturity Date of February 1, 20 are subject to mandatory redemption on February 1, 20 and each February 1, thereafter, to and including February 1, 20 , in accordance with the teens of the Sinking Fund Installments schedule set forth in the Indenture, except that the Sinking Fund Installments of Series 2007 Bonds with a stated Maturity Date of February 1, 20 shall be reduced in chronological order by the principal amount of any Series 2007 Bonds with a stated Maturity Date of February 1, 20 redeemed pursuant to any other optional or mandatory redemption provision on or before the date on which any such Sinking Fund Installment is due. The Series 2007 Bonds with a stated Maturity Date of February 1, 20 are subject to mandatory redemption on February 1, 20 and each February 1, thereafter, to and including February 1, 20 , in accordance with the terms of the Sinking Fund Installments schedule set forth in the Indenture, except that the Sinking Fund Installments of Series 2007 Bonds with a stated Maturity Date of February 1, 20 shall be reduced in chronological order by the principal amount of any Series 2007 Bonds with a stated Maturity Date of February 1, 20 redeemed pursuant to any other optional or mandatory redemption provision on or before the date on which any such Sinking Fund Installment is due. The Series 2007 Bonds shall be subject to extraordinary mandatory redemption at the direction of the Corporation, in whole or in part on the earliest date following the date for which notice of redemption can be given as provided in the Indenture, at a price equal to the principal amount of Series 2007 Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption, without premium, from proceeds of insurance (including any title insurance), or condemnation awards permitted or required to be applied to such redemption under the Indenture. Series 2007 Bonds subject to optional redemption shall be selected in such order of maturity as the Corporation may direct. If less than all of the Series 2007 Bonds of a single maturity shall be called for prior redemption, the particular Series 2007 Bonds or portions of 4833-7920-8961.4 C-3 TS, EMPLOYEES OR REPRESENTATIVES OF THE CORPORATION OR THE TRUSTEE NOR ANY PERSON EXECUTING OR AUTHENTICATING THE BONDS SHALL BE PERSONALLY LIABLE THEREON OR BE SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THE ISSUANCE THEREOF, WHETHER BY VIRTUE OF ANY 4833-7920-8961.4 120 interest created by, this Indenture and the Bond Documents. Section 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. • Series 2007 Bonds to be redeemed shall be selected by lot or other random method by the Trustee in such a manner as the Trustee may determine. In case of any partial redemption during the continuance of an Event of Default, such redemption shall be applied on a pro rata basis to all Outstanding Series 2007 Bonds called for redemption, without differentiation by maturity or within a maturity. If any of the Series 2007 Bonds or portions thereof are called for redemption, the Trustee shall give notice, in the name of the Corporation, of the redemption of such Series 2007 Bonds or portions thereof, by first class mail postage prepaid, not less than 30 days nor more than 60 days before the Redemption Date, to the registered owners of any Series 2007 Bond or portions of Series 2007 Bonds which are to be redeemed, at their last addresses, if any, appearing on the Register. If, on the Redemption Date, moneys for the redemption of all the Series 2007 Bonds or portions thereof of any like maturity to be redeemed, together with interest to the Redemption Date, shall be held by the Trustee so as to be available therefor on said date and if notice of redemption shall have been given as provided in the Indenture, then, from and after the Redemption Date interest on the Series 2007 Bonds or portions thereof of such maturity so called for redemption shall cease to accrue and become payable. If said moneys shall not be so available on the Redemption Date, such Bonds or portions thereof shall continue to bear interest until paid at the same rate as they would have borne had they not been called for redemption. No registered owner of any Series 2007 Bond shall have any right to institute any suit, action or proceedings at law or in equity for the appointment of a receiver or for any other remedy under the Indenture or by reason thereof, except to the extent and in the circumstances permitted by the Indenture. The Series 2007 Bonds are issuable as registered bonds in denominations of $5,000 or any integral multiple thereof. Upon surrender for transfer or exchange of this Series 2007 Bond at the principal operations center of the Registrar, together with a written instrument of transfer or written request for exchange, as the case may be, satisfactory to the Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized attorney, the Corporation shall execute and the Trustee shall authenticate and deliver Series 2007 Bonds in accordance with the provisions of, and subject to the limitations and conditions contained in, the Indenture, a new Series 2007 Bond or Series 2007 Bonds of the same aggregate principal amount and maturity as the surrendered Series 2007 Bond. For every such transfer of Series 2007 Bonds pursuant to the Indenture, whether temporary or definitive, the Corporation, the Trustee, and the Registrar may make a charge sufficient to reimburse it or them for any expense, tax, fee or other governmental charge required to be paid with respect to such transfer. In addition for every exchange of Series 2007 Bonds (other than the exchange' of temporary Series 2007 Bonds for definitive Series 2007 Bonds), the Corporation, the Trustee, and the Registrar may make reasonable charges to cover the costs of Series 2007 Bonds including any Trustee's or Registrar's charges in connection therewith. The payment of such sum or sums shall be made by the Registered Owner requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Registrar shall not be required to transfer or exchange Series 2007 Bonds for a period of 15 days next preceding the selection of Series 2007 Bonds for redemption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. The Corporation and the Trustee may deem and treat the person in whose name this Series 2007 Bond shall be registered in the Register as the absolute owner of this Series 2007 Bond, whether this Series 2007 Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal and Redemption Price of and interest on this Series 2007 Bond and for all other purposes, and all such payments so made to any such Registered Owner or upon the Registered Owner's order shall be valid and effectual to satisfy and discharge the liability upon this Series 2007 Bond to the extent of the sum or sums so paid, and the Corporation and the Trustee shall not be affected by any notice to the contrary. Notwithstanding the foregoing, interest on this Series 2007 Bond, other than interest payable at maturity or on a Redemption Date, shall be paid to the Person, as defined in the Indenture, in whose name this Series 2007 Bond is registered on the Register at the close of business on the Record Date for such Interest Payment Date. All acts, conditions and things required to happen, exist or be performed precedent to and in the issuance of this Series 2007 Bond have happened, exist and have been performed. This Series 2007 Bond shall not be valid or entitled to any security or benefit under the Indenture until the Trustee shall have executed the Certificate of Authentication appearing hereon and inserted the date of authentication hereon. • 4833-7920-8961.4 C-5 interest until paid at the same rate as they would have borne had they not been called for redemption. No registered owner of any Series 2007 Bond shall have any right to institute any suit, action or proceedings at law or in equity for the appointment of a receiver or for any other remedy under the Indenture or by reason thereof, except to the extent and in the circumstances permitted by the Indenture. The Series 2007 Bonds are issuable as registered bonds in denominations of $5,000 or any integral multiple thereof. Upon surrender for transfer or exchange of this Series 2007 Bond at the principal operations center of the Registrar, together with a written instrument of transfer or written request for exchange, as the case may be, satisfactory to the Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized attorney, the Corporation shall execute and the Trustee shall authenticate and deliver Series 2007 Bonds in accordance with the provisions of, and subject to the limitations and conditions contained in, the Indenture, a new Series 2007 Bond or Series 2007 Bonds of the same aggregate principal amount and maturity as the surrendered Series 2007 Bond. For every such transfer of Series 2007 Bonds pursuant to the Indenture, whether temporary or definitive, the Corporation, the Trustee, and the Registrar may make a charge sufficient to reimburse it or them for any expense, tax, fee or other governmental charge required to be paid with respect to such transfer. In addition for every exchange of Series 2007 Bonds (other than the exchange' of temporary Series 2007 Bonds for definitive Series 2007 Bonds), the Corporation, the Trustee, and the Registrar may make reasonable charges to cover the costs of Series 2007 Bonds including any Trustee's or Registrar's charges in connection therewith. The payment of such sum or sums shall be made by the Registered Owner requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Registrar shall not be required to transfer or exchange Series 2007 Bonds for a period of 15 days next preceding the selection of Series 2007 Bonds for redemption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. IN WITNESS WHEREOF, the City of Omaha Convention Hotel Corporation has caused this Series 2007 Bond to be signed by its President by his manual or facsimile signature and its corporate seal to be impressed thereon and attested to by the manual or facsimile signature of its Secretary. CITY OF OMAHA CONVENTION HOTEL CORPORATION By President [SEAL] Attest: By Secretary (Form of Certificate of Authentication) CERTIFICATE OF AUTHENTICATION Date of Authentication: This Series 2007 Bond is one of the Series 2007 Bonds of the issue described in the within-mentioned Indenture. WELLS FARGO BANK,NATIONAL ASSOCIATION, as Trustee By Authorized Officer 4833-7920-8961.4 C-6 V �� or 2 u P:\PRPP 1\15170pjm.doc BOND LEGEND [TO BE SUPPLIED BY BOND INSURER] ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewriter Name and Address including postal zip code of Transferee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OR TRANSFEREE the within Bond and all rights thereunder, hereby irrevocably constituting and appointing , Attorney, to transfer said Bond on the books kept for the registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed NOTICE: Signature(s) must be guaranteed by an Eligible Guarantor Institution such as a Commercial Bank, Trust Company, Securities Broker/Dealer, Credit Union, or Savings Association who is a member of a medallion program approved by The.Securities Transfer Association, Inc. 4833-7920-8961.4 C-7 Register at the close of business on the Record Date for such Interest Payment Date. All acts, conditions and things required to happen, exist or be performed precedent to and in the issuance of this Series 2007 Bond have happened, exist and have been performed. This Series 2007 Bond shall not be valid or entitled to any security or benefit under the Indenture until the Trustee shall have executed the Certificate of Authentication appearing hereon and inserted the date of authentication hereon. • 4833-7920-8961.4 C-5 interest until paid at the same rate as they would have borne had they not been called for redemption. No registered owner of any Series 2007 Bond shall have any right to institute any suit, action or proceedings at law or in equity for the appointment of a receiver or for any other remedy under the Indenture or by reason thereof, except to the extent and in the circumstances permitted by the Indenture. The Series 2007 Bonds are issuable as registered bonds in denominations of $5,000 or any integral multiple thereof. Upon surrender for transfer or exchange of this Series 2007 Bond at the principal operations center of the Registrar, together with a written instrument of transfer or written request for exchange, as the case may be, satisfactory to the Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized attorney, the Corporation shall execute and the Trustee shall authenticate and deliver Series 2007 Bonds in accordance with the provisions of, and subject to the limitations and conditions contained in, the Indenture, a new Series 2007 Bond or Series 2007 Bonds of the same aggregate principal amount and maturity as the surrendered Series 2007 Bond. For every such transfer of Series 2007 Bonds pursuant to the Indenture, whether temporary or definitive, the Corporation, the Trustee, and the Registrar may make a charge sufficient to reimburse it or them for any expense, tax, fee or other governmental charge required to be paid with respect to such transfer. In addition for every exchange of Series 2007 Bonds (other than the exchange' of temporary Series 2007 Bonds for definitive Series 2007 Bonds), the Corporation, the Trustee, and the Registrar may make reasonable charges to cover the costs of Series 2007 Bonds including any Trustee's or Registrar's charges in connection therewith. The payment of such sum or sums shall be made by the Registered Owner requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Registrar shall not be required to transfer or exchange Series 2007 Bonds for a period of 15 days next preceding the selection of Series 2007 Bonds for redemption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. EXHIBIT D [RESERVED] 4833-7920-8961.4 n has caused this Series 2007 Bond to be signed by its President by his manual or facsimile signature and its corporate seal to be impressed thereon and attested to by the manual or facsimile signature of its Secretary. CITY OF OMAHA CONVENTION HOTEL CORPORATION By President [SEAL] Attest: By Secretary (Form of Certificate of Authentication) CERTIFICATE OF AUTHENTICATION Date of Authentication: This Series 2007 Bond is one of the Series 2007 Bonds of the issue described in the within-mentioned Indenture. WELLS FARGO BANK,NATIONAL ASSOCIATION, as Trustee By Authorized Officer 4833-7920-8961.4 C-6 V �� or 2 u P:\PRPP 1\15170pjm.doc EXHIBIT E [RESERVED] � I 1 4833-7920-8961.4 e signed by its President by his manual or facsimile signature and its corporate seal to be impressed thereon and attested to by the manual or facsimile signature of its Secretary. CITY OF OMAHA CONVENTION HOTEL CORPORATION By President [SEAL] Attest: By Secretary (Form of Certificate of Authentication) CERTIFICATE OF AUTHENTICATION Date of Authentication: This Series 2007 Bond is one of the Series 2007 Bonds of the issue described in the within-mentioned Indenture. WELLS FARGO BANK,NATIONAL ASSOCIATION, as Trustee By Authorized Officer 4833-7920-8961.4 C-6 V �� or 2 u P:\PRPP 1\15170pjm.doc EXHIBIT F [RESERVED] 4833-7920-8961.4 I 1 4833-7920-8961.4 e signed by its President by his manual or facsimile signature and its corporate seal to be impressed thereon and attested to by the manual or facsimile signature of its Secretary. CITY OF OMAHA CONVENTION HOTEL CORPORATION By President [SEAL] Attest: By Secretary (Form of Certificate of Authentication) CERTIFICATE OF AUTHENTICATION Date of Authentication: This Series 2007 Bond is one of the Series 2007 Bonds of the issue described in the within-mentioned Indenture. WELLS FARGO BANK,NATIONAL ASSOCIATION, as Trustee By Authorized Officer 4833-7920-8961.4 C-6 V �� or 2 u P:\PRPP 1\15170pjm.doc EXHIBITG [RESERVED] 1 • 4833-7920-8961.4 • 4 President by his manual or facsimile signature and its corporate seal to be impressed thereon and attested to by the manual or facsimile signature of its Secretary. CITY OF OMAHA CONVENTION HOTEL CORPORATION By President [SEAL] Attest: By Secretary (Form of Certificate of Authentication) CERTIFICATE OF AUTHENTICATION Date of Authentication: This Series 2007 Bond is one of the Series 2007 Bonds of the issue described in the within-mentioned Indenture. WELLS FARGO BANK,NATIONAL ASSOCIATION, as Trustee By Authorized Officer 4833-7920-8961.4 C-6 V �� or 2 u P:\PRPP 1\15170pjm.doc EXHIBIT H FORM OF OPERATING RESERVE FUND REQUEST OPERATING RESERVE FUND REQUEST NO. This request is being delivered to Wells Fargo Bank, National Association, as trustee (the "Trustee") under the Amended and Restated Indenture of Trust, dated as of 1, 2007 (the "Indenture"), between the City of Omaha Convention Hotel Corporation (the "Corporation') and the Trustee, pursuant to Section 6(c) of that certain Cash Management and Lockbox Agreement ("Cash Management Agreement") among the Depository Bank, Trustee, Corporation and Hilton Hotels Corporation ("Manager"). The Trustee is hereby directed to take the action described herein. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture or the Cash Management Agreement. Pursuant to Section 6(c) of the Cash Management Agreement and Section 5.10 of the Indenture, you are hereby authorized and directed to disburse from the Operating Reserve Fund, the amounts set forth in Exhibit A attached hereto to the persons named therein in payment of expenditures permitted to be paid from the Operating Reserve Fund pursuant to said Section 6(c) of the Cash Management Agreement and Section 5.10. The total amount to be disbursed pursuant to this request is $ . The Manager hereby certifies that (1) the statements made herein are accurate, (2) each such amount constitutes a proper charge against the Operating Reserve Fund, (3) no part of any such amounts shall be applied to any item which has been previously paid from the Operating Reserve Fund or any other Fund or Account, (4) all conditions precedent to such disbursements have been complied with and satisfied and (5) all consents, if any, required in connection with the submission hereof, have been obtained and are attached hereto. The Manager further certifies that no Event of Default (as defined in the Management Agreement)by the Manager has occurred and is continuing nor has the Management Agreement been terminated. Dated: HILTON HOTELS CORPORATION, as Manager By Name Title 4833-7920-8961.4 l � en request for exchange, as the case may be, satisfactory to the Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized attorney, the Corporation shall execute and the Trustee shall authenticate and deliver Series 2007 Bonds in accordance with the provisions of, and subject to the limitations and conditions contained in, the Indenture, a new Series 2007 Bond or Series 2007 Bonds of the same aggregate principal amount and maturity as the surrendered Series 2007 Bond. For every such transfer of Series 2007 Bonds pursuant to the Indenture, whether temporary or definitive, the Corporation, the Trustee, and the Registrar may make a charge sufficient to reimburse it or them for any expense, tax, fee or other governmental charge required to be paid with respect to such transfer. In addition for every exchange of Series 2007 Bonds (other than the exchange' of temporary Series 2007 Bonds for definitive Series 2007 Bonds), the Corporation, the Trustee, and the Registrar may make reasonable charges to cover the costs of Series 2007 Bonds including any Trustee's or Registrar's charges in connection therewith. The payment of such sum or sums shall be made by the Registered Owner requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Registrar shall not be required to transfer or exchange Series 2007 Bonds for a period of 15 days next preceding the selection of Series 2007 Bonds for redemption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. EXHIBIT I FORM OF RENEWAL AND REPLACEMENT FUND REQUEST RENEWAL AND REPLACEMENT FUND REQUEST NO. This request is being delivered to Wells Fargo Bank, National Association, as trustee (the "Trustee") under the Amended and Restated Indenture of Trust, dated as of 1, 2007 (the "Indenture"), between the City of Omaha Convention Hotel Corporation (the "Corporation") and the Trustee, pursuant to Section 6(b) of that certain Cash Management and Lockbox Agreement (the "Cash Management Agreement") among the Depository Bank, the Trustee, Corporation and the Hilton Hotels Corporations ("Manager"). The Trustee is hereby directed to take the action described herein. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture or the Cash Management Agreement. Pursuant to Section 6(b) of the Cash Management Agreement and Section 5.11 of the Indenture, you are hereby authorized and directed to disburse from the Renewal and Replacement Fund the amounts set forth in Exhibit A attached hereto to the persons named therein in payment of Hotel expenditures permitted to be paid from the Renewal and Replacement Fund under Section 6(b) of the Cash Management Agreement and Section 5.11 of the Indenture. The total amount to be disbursed pursuant to this Request from the Renewal and Replacement Fund is $ The Manager hereby certifies that (1) the statements made herein are accurate, (2) each such amount constitutes a proper charge against the Renewal and Replacement Fund, (3) no part of any such amounts shall be applied to any item which has been previously paid from the Renewal'and Replacement Fund or any other Fund or Account, (4) all conditions precedent to such disbursements have been complied with and satisfied and (5) all consents, if any, required in connection with the submission hereof, have been obtained and are attached hereto. The Manager further certifies that no Event of Default (as defined in the Management Agreement) by the Manager: has occurred and is continuing nor has the Management Agreement been terminated. Dated: HILTON HOTELS CORPORATION By Name Title 4833-7920-8961.4 actory to the Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized attorney, the Corporation shall execute and the Trustee shall authenticate and deliver Series 2007 Bonds in accordance with the provisions of, and subject to the limitations and conditions contained in, the Indenture, a new Series 2007 Bond or Series 2007 Bonds of the same aggregate principal amount and maturity as the surrendered Series 2007 Bond. For every such transfer of Series 2007 Bonds pursuant to the Indenture, whether temporary or definitive, the Corporation, the Trustee, and the Registrar may make a charge sufficient to reimburse it or them for any expense, tax, fee or other governmental charge required to be paid with respect to such transfer. In addition for every exchange of Series 2007 Bonds (other than the exchange' of temporary Series 2007 Bonds for definitive Series 2007 Bonds), the Corporation, the Trustee, and the Registrar may make reasonable charges to cover the costs of Series 2007 Bonds including any Trustee's or Registrar's charges in connection therewith. The payment of such sum or sums shall be made by the Registered Owner requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Registrar shall not be required to transfer or exchange Series 2007 Bonds for a period of 15 days next preceding the selection of Series 2007 Bonds for redemption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. EXHIBIT J FORM OF TAXES AND INSURANCE FUND REQUISITION TAXES AND INSURANCE FUND REQUEST NO. This request is being delivered to Wells Fargo Bank, National Association, as trustee (the "Trustee") under the Amended and Restated Indenture of Trust, dated as of 1, 2007 (the"Indenture"), between the City of Omaha Convention Hotel Corporation (the "Corporation") and the Trustee, pursuant to Section 6(a) of that certain Cash Management and Lockbox Agreement (the "Cash Management Agreement") among the Depository Bank, Trustee, Corporation and Hilton Hotels Corporation ("Manager"). The Trustee is hereby directed to take the action described herein. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture or the Cash Management Agreement. Pursuant to Section 6(a) of the Cash Management Agreement and Section 5.12 of the Indenture, you are hereby authorized and directed to disburse from the Taxes and Insurance Fund the amounts set forth in Exhibit A attached hereto to the persons named therein in payment of taxes and insurance premiums due and payable with respect to the ownership and operation of the Hotel. The total amount to be disbursed pursuant to this request is $ The Manager/Corporation hereby certifies that (1) the statements made herein are accurate, (2) each such amount constitutes a proper charge against the Taxes and Insurance Fund, (3) no part of any such amounts shall be applied to any item which has been previously paid from the Taxes and Insurance Fund or any other Fund or Account, (4) all conditions precedent to such disbursements have been complied with and satisfied and (5) all consents, if any, required in connection with the submission hereof, have been obtained and are attached hereto. The Manager further certifies that no Event of Default (as defined in the Management Agreement) by the Manager has occurred and is continuing nor has the Management Agreement been terminated. 4833-7920-8961.4 nd is continuing nor has the Management Agreement been terminated. Dated: HILTON HOTELS CORPORATION By Name Title 4833-7920-8961.4 actory to the Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized attorney, the Corporation shall execute and the Trustee shall authenticate and deliver Series 2007 Bonds in accordance with the provisions of, and subject to the limitations and conditions contained in, the Indenture, a new Series 2007 Bond or Series 2007 Bonds of the same aggregate principal amount and maturity as the surrendered Series 2007 Bond. For every such transfer of Series 2007 Bonds pursuant to the Indenture, whether temporary or definitive, the Corporation, the Trustee, and the Registrar may make a charge sufficient to reimburse it or them for any expense, tax, fee or other governmental charge required to be paid with respect to such transfer. In addition for every exchange of Series 2007 Bonds (other than the exchange' of temporary Series 2007 Bonds for definitive Series 2007 Bonds), the Corporation, the Trustee, and the Registrar may make reasonable charges to cover the costs of Series 2007 Bonds including any Trustee's or Registrar's charges in connection therewith. The payment of such sum or sums shall be made by the Registered Owner requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Registrar shall not be required to transfer or exchange Series 2007 Bonds for a period of 15 days next preceding the selection of Series 2007 Bonds for redemption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Dated: HILTON HOTELS CORPORATION By Name Title or CITY OF OMAHA CONVENTION HOTEL CORPORATION By i Name Title 4833-7920-8961.4 J-2 i HOTEL CORPORATION By President [SEAL] Attest: By Secretary (Form of Certificate of Authentication) CERTIFICATE OF AUTHENTICATION Date of Authentication: This Series 2007 Bond is one of the Series 2007 Bonds of the issue described in the within-mentioned Indenture. WELLS FARGO BANK,NATIONAL ASSOCIATION, as Trustee By Authorized Officer 4833-7920-8961.4 C-6 V �� or 2 u P:\PRPP 1\15170pjm.doc EXHIBIT K FORM OF CASH TRAP FUND REQUEST CASH TRAP FUND REQUEST NO. This request is being delivered to Wells Fargo Bank, National Association, as trustee (the "Trustee") under the Amended and Restated Indenture of Trust, dated as of May 1, 2007 (the "Indenture"), between the City of Omaha Convention Hotel Corporation (the "Corporation") and the Trustee, pursuant to Section 6(d) of that certain Cash Management and Lockbox Agreement (the "Cash Management Agreement") among the Depository Bank, Trustee, Corporation and Hilton Hotels Corporation ("Manager"). The Trustee is hereby directed to take the action described herein. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture or the Cash Management Agreement. Pursuant to Section 6(d) of the Cash Management Agreement and Section 5.13 of the Indenture, you are hereby authorized and directed to disburse from the Cash Trap Fund, the amounts set forth in Exhibit A attached hereto to the persons named therein in payment of expenditures permitted to be paid from the Cash Trap Fund pursuant to Section 6(d) of the Cash Management Agreement and Section 5.13 of the Indenture. The total amount to be disbursed pursuant to this request is $ The Manager/Corporation, as appropriate, hereby certifies that (1) the statements made herein are accurate, (2) each such amount constitutes a proper charge against the Cash Trap Fund, (3) no part of any such amounts shall be applied to any item which has been previously paid from the Cash Trap Fund or any other Fund or Account, (4) all conditions precedent to such disbursements have been compiled with and satisfied and (5) all consents, if any, required in connection with the submission hereof, have been obtained and are attached hereto. The Manager further certifies that no Event of Default (as defined in the Management Agreement)by the Manager has occurred and is continuing nor has the Management Agreement been terminated. 4833- 2 -79 0 8961.4 continuing nor has the Management Agreement been terminated. Dated: HILTON HOTELS CORPORATION By Name Title 4833-7920-8961.4 actory to the Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized attorney, the Corporation shall execute and the Trustee shall authenticate and deliver Series 2007 Bonds in accordance with the provisions of, and subject to the limitations and conditions contained in, the Indenture, a new Series 2007 Bond or Series 2007 Bonds of the same aggregate principal amount and maturity as the surrendered Series 2007 Bond. For every such transfer of Series 2007 Bonds pursuant to the Indenture, whether temporary or definitive, the Corporation, the Trustee, and the Registrar may make a charge sufficient to reimburse it or them for any expense, tax, fee or other governmental charge required to be paid with respect to such transfer. In addition for every exchange of Series 2007 Bonds (other than the exchange' of temporary Series 2007 Bonds for definitive Series 2007 Bonds), the Corporation, the Trustee, and the Registrar may make reasonable charges to cover the costs of Series 2007 Bonds including any Trustee's or Registrar's charges in connection therewith. The payment of such sum or sums shall be made by the Registered Owner requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Registrar shall not be required to transfer or exchange Series 2007 Bonds for a period of 15 days next preceding the selection of Series 2007 Bonds for redemption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Dated: HILTON HOTELS CORPORATION By Name Title or CITY OF OMAHA CONVENTION HOTEL CORPORATION By Name Title 4833-7920-8961.4 K-2 J-2 i HOTEL CORPORATION By President [SEAL] Attest: By Secretary (Form of Certificate of Authentication) CERTIFICATE OF AUTHENTICATION Date of Authentication: This Series 2007 Bond is one of the Series 2007 Bonds of the issue described in the within-mentioned Indenture. WELLS FARGO BANK,NATIONAL ASSOCIATION, as Trustee By Authorized Officer 4833-7920-8961.4 C-6 V �� or 2 u P:\PRPP 1\15170pjm.doc SCHEDULE I PROJECTED FIRST TIER DEBT SERVICE COVERAGE RATIOS Operating Year Ended Projected First Tier Debt December 31 Service Coverage Ratio 2008 1.25 2009 1.25 2010 1.25 2011 1.25 2012 1.25 2013 1.25 2014 1.25 2015 1.25 2016 1.25 2017 1.25 2018 1.25 2019 1.25 2020 1.25 2021 1.25 2022 1.25 2023 1.25 2024 1.25 2025 1.25 2026 1.25 2027 1.25 2028 1.25 2029 1.25 2030 1.25 2031 1.25 2032 1.25 4833-7920-8961.4 833-7920-8961.4 C-6 V �� or 2 u P:\PRPP 1\15170pjm.doc EXHIBIT B • ESCROW AGREEMENT among ,CITY OF OMAHA CONVENTION HOTEL CORPORATION, WELLS FARGO BANK,NATIONAL ASSOCIATION, as Trustee and WELLS FARGO BANK,NATIONAL ASSOCIATION, as Escrow Agent a Dated as of May 1, 2007 4833-0457-1905.1 6 1.25 2016 1.25 2017 1.25 2018 1.25 2019 1.25 2020 1.25 2021 1.25 2022 1.25 2023 1.25 2024 1.25 2025 1.25 2026 1.25 2027 1.25 2028 1.25 2029 1.25 2030 1.25 2031 1.25 2032 1.25 4833-7920-8961.4 833-7920-8961.4 C-6 V �� or 2 u P:\PRPP 1\15170pjm.doc TABLE OF CONTENTS Page Section 1. Creation of Series 2002A Escrow Fund 1 Section 2. Deposit to the Series 2002A Escrow Fund 1 Section 3. Investment of Series 2002A Escrow Fund 2 Section 4. 'Creation of Lien on Series 2002A Escrow Fund 2 Section 5. Use of Series 2002A Escrow Fund 2 Section 6. Notice of Redemption and Defeasance of Series 2002A Bonds 2 Section 7. Reinvestment; Substitution of Defeasance Investment Securities 3 Section 8. Liability of Escrow Agent 3 Section 9. Successor Escrow Agent 5 Section 10. Termination 5 Section 11. Tax-Exempt Nature of Interest on the Series 2002A Bonds 5 Section 12. Severability 5 Section 13. Successors and Assigns 5 Section 14. Compensation and Indemnity of Escrow Agent 5 Section 15. Third-Party Beneficiaries and Amendments 6 Section 16. Replacement and Resignation of Escrow Agent 6 Section 17. Counterparts 6 Section 18. Governing Law 6 Section 19. Headings 6 Section 20. Amendments 7 SCHEDULE I INITIAL GOVERNMENT SECURITIES FOR THE SERIES 2002A ESCROW FUND SCHEDULE II PAYMENT REQUIREMENTS FOR SERIES 2002A BONDS EXHIBIT A SERIES 2002A BONDS TO BE REDEEMED ON APRIL 1, 2012 4833-0457-1905.1 i has been previously paid from the Cash Trap Fund or any other Fund or Account, (4) all conditions precedent to such disbursements have been compiled with and satisfied and (5) all consents, if any, required in connection with the submission hereof, have been obtained and are attached hereto. The Manager further certifies that no Event of Default (as defined in the Management Agreement)by the Manager has occurred and is continuing nor has the Management Agreement been terminated. 4833- 2 -79 0 8961.4 continuing nor has the Management Agreement been terminated. Dated: HILTON HOTELS CORPORATION By Name Title 4833-7920-8961.4 actory to the Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized attorney, the Corporation shall execute and the Trustee shall authenticate and deliver Series 2007 Bonds in accordance with the provisions of, and subject to the limitations and conditions contained in, the Indenture, a new Series 2007 Bond or Series 2007 Bonds of the same aggregate principal amount and maturity as the surrendered Series 2007 Bond. For every such transfer of Series 2007 Bonds pursuant to the Indenture, whether temporary or definitive, the Corporation, the Trustee, and the Registrar may make a charge sufficient to reimburse it or them for any expense, tax, fee or other governmental charge required to be paid with respect to such transfer. In addition for every exchange of Series 2007 Bonds (other than the exchange' of temporary Series 2007 Bonds for definitive Series 2007 Bonds), the Corporation, the Trustee, and the Registrar may make reasonable charges to cover the costs of Series 2007 Bonds including any Trustee's or Registrar's charges in connection therewith. The payment of such sum or sums shall be made by the Registered Owner requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Registrar shall not be required to transfer or exchange Series 2007 Bonds for a period of 15 days next preceding the selection of Series 2007 Bonds for redemption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of May 1, 2007 (this "Escrow Agreement"), among the CITY OF OMAHA CONVENTION HOTEL CORPORATION (the "Corporation"), a nonprofit corporation organized under the laws of the State of Nebraska (the "State"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the "Trustee"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, national banking association organized and existing under the laws of the United States of America, as escrow agent (the "Escrow Agent"). WITNES SETH : WHEREAS, the Corporation has previously issued its Convention Center Hotel First Tier Revenue Bonds, Series 2002A (the "Series 2002A Bonds"), pursuant to the Indenture of Trust dated as of April 1, 2002 (the "Original Indenture"), by and between the Corporation and the Trustee; WHEREAS, the Corporation has determined it is in its best interests to issue its Convention Center Hotel First Tier Revenue Refunding Bonds, Series 2007 (the "Series 2007 Bonds") for the purpose of implementing an advance refunding of the Series 2002A Bonds; WHEREAS, in order to issue the Series 2007 Bonds, the Corporation has amended and restated the Indenture by executing the Amended and Restated Indenture of Trust (the "Indenture"), dated as of May 1, 2007, by and between the Corporation and the Trustee, pursuant to which the Series 2007 Bonds will be issued; and WHEREAS, the Series 2007 Bonds are being issued to advance refund the Series 2002A Bonds, currently outstanding in the aggregate principal amount of $102,725,000 (as more fully described in Exhibit A attached hereto). NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: Section 1. Creation of Series 2002A Escrow Fund. There is hereby created and established with the Escrow Agent a special and irrevocable escrow fund designated "City of Omaha Convention Hotel Corporation Escrow Fund Series 2002A Refunded Bonds" (herein referred to as the "Series 2002A Escrow Fund") to be held in the custody of the Escrow Agent in trust under this Escrow Agreement for the benefit of the owners of the Series 2002A Bonds. Except as otherwise provided in Section 5 hereof, the Corporation shall have no interest in the funds or investments held in the Series 2002A Escrow Fund. Section 2. Deposit to the Series 2002A Escrow Fund. Concurrently with the execution and delivery of this Escrow Agreement, the Corporation shall or shall cause the Trustee to deposit with the Escrow Agent the sum of $ to be derived from (i) the proceeds of the sale of the Series 2007 Bonds in the amount of$ and (ii) a transfer by the Trustee from the First Tier Debt Service Reserve Fund under the Indenture in the amount of$ 4833-0457-1905.1 rnmental charge required to be paid with respect to such transfer. In addition for every exchange of Series 2007 Bonds (other than the exchange' of temporary Series 2007 Bonds for definitive Series 2007 Bonds), the Corporation, the Trustee, and the Registrar may make reasonable charges to cover the costs of Series 2007 Bonds including any Trustee's or Registrar's charges in connection therewith. The payment of such sum or sums shall be made by the Registered Owner requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Registrar shall not be required to transfer or exchange Series 2007 Bonds for a period of 15 days next preceding the selection of Series 2007 Bonds for redemption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. The Escrow Agent hereby acknowledges receipt of $ as described in the previous sentence, and that such amounts were deposited in the Series 2002A Escrow Fund. The Corporation hereby directs the Escrow Agent to, and the Escrow Agent shall, (a) use $ on deposit in the Series 2002A Escrow Fund to purchase all of the securities described in Schedule I attached hereto (the "Initial Government Securities"), and (b) retain $ in the Series 2002A Escrow Fund as a beginning cash balance. Section 3. Investment of Series 2002A Escrow Fund. The Escrow Agent will purchase the Initial Government Securities as provided in Section 2 above and will hold such Initial Government Securities, the beginning cash balances and any earnings received thereon and any reinvestment thereof created by this Escrow Agreement and disburse such amounts as provided herein. The Escrow Agent shall collect amounts due and shall sell or otherwise liquidate investments in the Series 2002A Escrow Fund as needed to make the payments and transfers required by this Escrow Agreement and may purchase or substitute Defeasance Investment Securities, as defined herein and subject to the terms and limitations of Section 7 of this Escrow Agreement, but otherwise shall have no power or duty to reinvest the proceeds of, sell, transfer, or request the redemption of, or otherwise dispose of, the Initial Government Securities. Prior to the execution and delivery of this Agreement, [VERIFICATION AGENT] has delivered its report dated , 2007, to the effect that the initial cash balance and the Initial Government Securities will produce the amount necessary to provide for the timely payment of the Series 2002A Bonds in accordance with Schedule II hereto. Section 4. Creation of Lien on Series 2002A Escrow Fund. The deposit of the moneys, Initial Government Securities and any other Defeasance Investment Securities (as defined in the Master Glossary of Terms attached to the Indenture as Exhibit A) in the Series 2002A Escrow Fund shall constitute an irrevocable deposit in trust for the benefit of the holders of the Series 2002A Bonds. The holders of the Series 2002A Bonds are hereby granted an express lien on the Series 2002A Escrow Fund and all moneys and investments from time to time held therein for the payment of amounts described in Section 5 below. Section 5. Use of Series 2002A Escrow Fund. The Escrow Agent shall withdraw the amounts described in Schedule II attached hereto on the dates set forth in Schedule II from the Series 2002A Escrow Fund and use such amounts in its capacity as Trustee for the Series 2002A Bonds to pay principal of, premium, if any, and interest on the Series 2002A Bonds as directed pursuant to the Indenture. The Escrow Agent shall retain all unclaimed moneys, together with interest thereon, in the Series 2002A Escrow Fund and shall invest such unclaimed moneys as directed in writing by the Corporation's Authorized Representative. At such time as the Corporation delivers to the Trustee written notice that no additional amounts from the Series 2002A Escrow Fund will be needed to pay or redeem the Series 2002A Bonds, the Escrow Agent shall transfer all amounts then remaining in the Series 2002A Escrow Fund to the Trustee who shall transfer such amounts to the First Tier Debt Service Account of the Debt Service Fund, established under the Indenture. Section 6. Notice of Redemption and Defeasance of Series 2002A Bonds. By the execution of this Escrow Agreement and delivery hereof to the Trustee, the Corporation hereby delivers notice to the Trustee pursuant to the Indenture that (a) the Corporation wishes to redeem 4833-0457-1905.1 2 for redemption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. the Series 2002A Bonds maturing on and after April 1, 2013, on April 1, 2012, and (b) the Series 2002A Bonds are deemed to have been paid in accordance with the Indenture. The Trustee hereby acknowledges that such notice shall constitute the Letter of Instructions required to be given to the Trustee under the Indenture in connection with a redemption or defeasance of the Series 2002A Bonds, and further waives any right to receive any other notices that it may be entitled to from the Corporation under the Indenture, with respect to the redemption and defeasance of Series 2002A Bonds as described herein. The Trustee agrees to give or cause to be given (i) notice of such redemption at such times and in such manner as provided in the Indenture, to the owners of the Series 2002A Bonds, at least 30 days but not more than 60 days prior to the redemption date, notice of redemption as required pursuant to Section 4.05 of the Indenture and (ii) notice of such defeasance by mail to the owners of the Series 2002A Bonds as soon as practicable as required pursuant to Section 8.02 of the Indenture. The Corporation hereby waives any right to cause an extraordinary mandatory redemption of the Series 2002A Bonds pursuant to Section 4.03(b) of the Indenture. Section 7. Reinvestment; Substitution of Defeasance Investment Securities. EXCEPT AS SPECIFICALLY PROVIDED BELOW, THE ESCROW AGENT MAY NOT SELL, TRANSFER, REQUEST THE REDEMPTION OF OR OTHERWISE DISPOSE OF THE INITIAL GOVERNMENT SECURITIES OR ANY OTHER DEFEASANCE INVESTMENT SECURITIES THEN HELD IN THE ESCROW FUND. Interest income and other amounts received by the Escrow Agent as payments on the Initial Government Securities or other Defeasance Investment Securities held in the Series 2002A Escrow Fund shall be held as part of such Series 2002A Escrow Fund to be used for the purposes set forth in Section 5 of this Escrow Agreement and may be reinvested by the Escrow Agent at the written direction of the Corporation; provided that (a) such amounts may only be invested in Defeasance Investment Securities, (b) such investments shall have maturities which do not extend beyond the date on which the moneys so invested will be needed to make payments required by Section 5 of this Escrow Agreement, (c) an opinion by an independent certified public accountant that, after such reinvestment, the principal amount of such securities, together with the earnings thereon and other available moneys, will be sufficient to pay, as the same become due, all principal of and interest on the Series 2002A Bonds upon maturity or prior redemption as set forth in Section 5 of this Escrow Agreement, which have not then previously been paid; and (d) an unqualified opinion of nationally recognized municipal bond counsel to the effect that (i) such reinvestment will not cause any of the Series 2002A Bonds or the Series 2007 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations in effect thereunder on the date of such reinvestment; and (ii) such reinvestment complies with the provisions of all relevant documents relating to the Series 2002A Bonds or the Series 2007A Bonds. Section 8. Liability of Escrow Agent. (a) The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Escrow Agreement in compliance with the provisions hereof. The Escrow Agent shall have no lien whatsoever on the Series 2002A Escrow Fund or moneys on deposit in the Series 2002A Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Escrow Agreement or otherwise. 4833-0457-1905.1 3 demption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (b) The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of any moneys deposited into the Series 2002A Escrow Fund or Initial Government Securities or Defeasance Investment Securities purchased at the direction of the Corporation to pay the principal of, premium, if any, and interest on the Series 2002A Bonds. '(c) The Corporation agrees that if for any reason the investments and moneys and other funds available to pay principal of, premium and interest on the Series 2002A Bonds are insufficient therefor, the Corporation shall continue to be liable for payment therefor in accordance with the terms of the Indenture. (d) Except as set forth in Section 8(i) below, no provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds. (e) The Escrow Agent may consult with bond counsel to the Corporation or with such other counsel of its own choice subject to reasonable approval by the Corporation (which may but need not be counsel to the Corporation) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action in accordance with such opinion of counsel. (f) Whenever in the administration of this Escrow Agreement the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or not taking any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and established by a certificate of the Corporation's Authorized Representative (as defined in the Indenture), and such certificate shall, in the absence of negligence or misconduct on the part of the Escrow Agent, be full warrant to the Escrow Agent for any action taken or not taken by it under the provisions of this Escrow Agreement in reliance thereon. Except with respect to any future reinvestment or substitution of Defeasance Investment Securities as may be directed by the Corporation as set forth in Section 7 herein, the Escrow Agent hereby represents that, as of the date hereof, it does not need any further certificate or direction from any other party in order to carry out the terms of this Escrow Agreement. (g) The Escrow Agent may conclusively rely, as to the truth and accuracy of the statements and correctness of the opinions and the calculations provided, and shall be protected and indemnified as set forth in Section 14 herein, in acting, or refraining from acting, upon any written notice, instruction, request, certificate, document or opinion furnished to the Escrow Agent signed or presented by the proper party, and it need not investigate any fact or matter stated in such notice, instruction, request, certificate or opinion. (h) The Trustee is entitled to the protections and limitations from liability and the indemnities afforded the Escrow Agent hereunder, and the Escrow Agent is entitled to the protections and limitations from liability and the indemnities afforded the Trustee under,the Indenture. 4833-0457-1905.1 4 y loss resulting from any investment made pursuant to this Escrow Agreement in compliance with the provisions hereof. The Escrow Agent shall have no lien whatsoever on the Series 2002A Escrow Fund or moneys on deposit in the Series 2002A Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Escrow Agreement or otherwise. 4833-0457-1905.1 3 demption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (i) The Escrow Agent shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. In no event shall the Escrow Agent be liable for any special, indirect or consequential damages. (j) The Escrow Agent shall not be responsible for any of the recitals or representations contained herein. (k) The Escrow Agent's rights to indemnification hereunder shall survive its resignation or removal and the termination of the Indenture. Section 9. Successor Escrow Agent. Any corporation into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or tax free reorganization to which the Escrow Agent shall be a party or any corporation succeeding to the corporate trust business of the Escrow Agent, shall be the successor Escrow Agent under this Escrow Agreement without the execution or filing of any paper or any other act on the part of the parties hereto, anything herein to the contrary,notwithstanding. Section 10. Termination. This Escrow Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Any deficiency in the amounts required to be paid hereunder shall be paid by the Corporation. The Corporation hereby directs the Escrow Agent to, and the Escrow Agent shall, distribute any moneys remaining in the Series 2002A Escrow Fund at the time of such termination toithe First Tier Debt Service Account of the Debt Service Fund. Section 11. Tax-Exempt Nature of Interest on the Series 2002A Bonds. The Corporation covenants and agrees for the benefit of the holders of the Series 2002A Bonds that it will not direct or permit any thing or act to be done in such manner as would cause interest on the Series 2002A Bonds to be included in the gross income of the recipients thereof for federal income tax purposes under the Code, nor will it use any of the proceeds received from the sale of the Series 2007 Bonds, directly or indirectly, in any manner which would result in the Series 2007 Bonds being classified as "arbitrage bonds" within the meaning of the Code. Section 12. Severability. If any one or more of the provisions of this Escrow Agreement should be determined by a court of competent jurisdiction to be contrary to law, such provision shall be deemed and construed to be severable from the remaining provisions herein contained and shall in no way affect the validity of the remaining provisions of this Escrow Agreement. Section 13. Successors and Assigns. All of the covenants and agreements ents in this g g Escrow Agreement contained by or on behalf of the Corporation, the Escrow Agent or the Trustee shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. Section 14. Compensation and Indemnity of Escrow Agent. For acting under this Escrow Agreement, the Escrow Agent shall be entitled to a one-time fee of $ . To the extent permitted by law, the Corporation agrees to indemnify and hold the Escrow Agent harmless from and against all claims, suits and actions brought against it, or to which it is made a 4833-0457-1905.1 5 investment made pursuant to this Escrow Agreement in compliance with the provisions hereof. The Escrow Agent shall have no lien whatsoever on the Series 2002A Escrow Fund or moneys on deposit in the Series 2002A Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Escrow Agreement or otherwise. 4833-0457-1905.1 3 demption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. party, and from all costs, expenses (including reasonable attorneys' fees of counsel reasonably acceptable to the Corporation), losses and damages suffered by it as a result thereof, including the costs and expenses of defending against any such claims, suits or actions, where and to the extent such claim, suit or action arises out of the performance by the Escrow Agent of its duties under this Escrow Agreement; provided, however, that such indemnification shall not extend to claims, suits and actions brought against the Escrow Agent which result in a judgment being entered, settlement being reached or other disposition made based upon the Escrow Agent's negligence or willful misconduct. The indemnification provided for in this Escrow Agreement shall never be payable from or become a lien upon the Series 2002A Escrow Fund, which fund shall be held solely for the purpose and subject to the liens set forth in Section 4 of this Escrow Agreement. The obligations of the Corporation under this Section 13 shall remain in effect and continue notwithstanding the termination of this Escrow Agreement and the resignation or the removal of the Escrow Agent. Section 15. Third-Party Beneficiaries and Amendments. The owners of the Series 2002A Bonds are hereby recognized as third-party beneficiaries of this Escrow Agreement to the extent of their interests in the Series 2002A Escrow Fund as set forth in Section 4 hereof. Section 16. Replacement and Resignation of Escrow Agent. The Corporation may remove the Escrow Agent by notice in writing delivered to the Escrow Agent 30 days prior to the proposed removal date. The Escrow Agent may resign by notifying the Corporation in writing at least 30 days prior to the proposed effective date of the resignation. No removal or resignation of the Escrow Agent under this Section shall be effective until a new Escrow Agent, approved by the Corporation, has taken office and delivered a written acceptance of its appointment to the retiring Escrow Agent and to the Corporation. Immediately thereafter, the retiring Escrow Agent shall transfer all property held by it as Escrow Agent to the successor Escrow Agent, the removal or resignation of the Escrow Agent shall then (but only then)become effective and the successor Escrow Agent shall have all the rights, powers and duties of the Escrow Agent under this Escrow Agreement. If the Escrow Agent is removed or resigns, or for any reason is unable or unwilling to perform its duties under this Escrow Agreement, the Corporation shall promptly appoint a successor Escrow Agent. If a successor Escrow Agent has not been appointed and has not accepted such appointment by the end of the 30-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent. Section 17. Counterparts. This Escrow Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. Section 18. Governing Law. This Escrow Agreement shall be governed by the applicable laws of the State of Nebraska. Section 19. Headings. Any headings preceding the text of the several Sections hereof, and any table of content appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Escrow Agreement, nor shall they affect its meaning, construction or effect. 4833-0457-1905.1 6 ries 2002A Escrow Fund or moneys on deposit in the Series 2002A Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Escrow Agreement or otherwise. 4833-0457-1905.1 3 demption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. Section 20. Amendments. The Corporation, the Trustee and the Escrow Agent shall not modify this Escrow Agreement without the consent of all of the owners of the Series 2002A Bonds affected by such modification which have not been paid in full. [End of Escrow Agreement] 4833-0457-1905.1 7 Dated as of May 1, 2007 4833-0457-1905.1 6 1.25 2016 1.25 2017 1.25 2018 1.25 2019 1.25 2020 1.25 2021 1.25 2022 1.25 2023 1.25 2024 1.25 2025 1.25 2026 1.25 2027 1.25 2028 1.25 2029 1.25 2030 1.25 2031 1.25 2032 1.25 4833-7920-8961.4 833-7920-8961.4 C-6 V �� or 2 u P:\PRPP 1\15170pjm.doc IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Agreement to be executed by their duly authorized officers as of the date first above written. CITY OF OMAHA CONVENTION HOTEL CORPORATION By Name Title WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By Name Title WELLS FARGO BANK, NATIONAL ASSOCIATION, as Escrow Agent By Name Title 4833-0457-1905.1 2025 1.25 2026 1.25 2027 1.25 2028 1.25 2029 1.25 2030 1.25 2031 1.25 2032 1.25 4833-7920-8961.4 833-7920-8961.4 C-6 V �� or 2 u P:\PRPP 1\15170pjm.doc SCHEDULE I INITIAL GOVERNMENT SECURITIES FOR THE SERIES 2002A ESCROW FUND SECURITY PRINCIPAL INTEREST MATURITY ACCRUED DESCRIPTION AMOUNT RATE DATE PRICE INTEREST COST TOTAL COST $ *Uninvested cash: $ 4833-0457-1905.1 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By Name Title WELLS FARGO BANK, NATIONAL ASSOCIATION, as Escrow Agent By Name Title 4833-0457-1905.1 2025 1.25 2026 1.25 2027 1.25 2028 1.25 2029 1.25 2030 1.25 2031 1.25 2032 1.25 4833-7920-8961.4 833-7920-8961.4 C-6 V �� or 2 u P:\PRPP 1\15170pjm.doc 'i SCHEDULE II PAYMENT REQUIREMENTS FOR SERIES 2002A BONDS Payment Date Interest Principal Premium Total • • 4833-0457-1905.1 PRICE INTEREST COST TOTAL COST $ *Uninvested cash: $ 4833-0457-1905.1 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By Name Title WELLS FARGO BANK, NATIONAL ASSOCIATION, as Escrow Agent By Name Title 4833-0457-1905.1 2025 1.25 2026 1.25 2027 1.25 2028 1.25 2029 1.25 2030 1.25 2031 1.25 2032 1.25 4833-7920-8961.4 833-7920-8961.4 C-6 V �� or 2 u P:\PRPP 1\15170pjm.doc EXHIBIT A SERIES 2002A BONDS TO BE REDEEMED ON APRIL 1,2012 Maturity CUSIP Date Principal Redemption Number (April 1) Redeemed Price ( ) 100% 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 4833-0457-1905.1 .25 2028 1.25 2029 1.25 2030 1.25 2031 1.25 2032 1.25 4833-7920-8961.4 833-7920-8961.4 C-6 V �� or 2 u P:\PRPP 1\15170pjm.doc EXHIBIT C May—, 2007 Wells Fargo Bank Nebraska, National Association, as Trustee Corporate Trust Services 1248 "0" Street Lincoln, NE 68508 $[AMOUNT] City of Omaha Convention Hotel Corporation Convention Center Hotel First Tier Revenue Refunding Bonds Series 2007 Ladies and Gentlemen: (a) This Letter Agreement is executed and delivered by the City of Omaha, Nebraska (the "City") and Wells Fargo Bank, National Association, as Trustee (the "Trustee") under that certain Amended and Restated Indenture of Trust between the City of Omaha Convention Hotel Corporation (the "Corporation") and the Trustee dated as of May 1, 2007 (the "Indenture"), for the benefit of the holders and beneficial owners of the City of Omaha Convention Hotel Corporation $[AMOUNT] Convention Center Hotel First Tier Revenue Refunding Bonds, Series 2007 (the "Series 2007 Bonds") and to facilitate compliance with Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (17 C.F.R. § 240.15c2-12) (the "Rule"). This Letter Agreement is being executed and delivered to assist Piper Jaffray & Co., as representative of the Underwriters (the "Underwriters"), as Participating Underwriter under the Rule, to comply with the Rule. Capitalized terms used in this Letter Agreement and not otherwise defined in the Indenture shall have the meanings assigned such terms in paragraph (b)hereof. (b) The following are the definitions of the capitalized terms used herein and not otherwise defined in the Indenture: "Annual Financial Information" means the financial information or actual operating data with respect to the City and the Corporation, provided at least annually, of the type included in the table entitled ["Projected Cash Flow Summary"] appearing under the caption "THE PLAN OF FINANCING—Historic and Projected Operating Results" in the final Official Statement with respect to the Series 2007 Bonds, and in Appendix G to such Official Statement. The financial statements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles ("GAAP") for governmental units as prescribed by the Government Accounting Standards Board ("GASB"). Such financial statements may, but are not required to, be Audited Financial Statements. "Audited Financial Statements" means the City's and the Corporation's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited. 4815-6144-5377.1 ' row Agent. Section 17. Counterparts. This Escrow Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. Section 18. Governing Law. This Escrow Agreement shall be governed by the applicable laws of the State of Nebraska. Section 19. Headings. Any headings preceding the text of the several Sections hereof, and any table of content appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Escrow Agreement, nor shall they affect its meaning, construction or effect. 4833-0457-1905.1 6 ries 2002A Escrow Fund or moneys on deposit in the Series 2002A Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Escrow Agreement or otherwise. 4833-0457-1905.1 3 demption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. `Material Event" means any of the following events, if material, with respect to the Bonds: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii) Modifications to rights of Bondholders; (viii) Bond calls (other than mandatory sinking fund redemptions); (ix) Defeasances; (x) Release, substitution or sale of property securing repayment of the Bonds; and (xi) Rating changes. "Material Event Notice" means written or electronic notice of a Material Event. "NRMSIR" means a nationally recognized municipal securities information repository, as recognized from time to time by the Securities and Exchange Commission by no-action letter for the purposes referred to in the Rule. The NRMSIRs as of the date of this Letter Agreement are: Bloomberg Municipal Repository 100 Business Park Drive Skillman, NJ 08558 Telephone: 609/279-3225 FAX: 609/279-5962 E mail: Munis@Bloomberg.com 4815-6144-5377.1 I 2 ment and not otherwise defined in the Indenture shall have the meanings assigned such terms in paragraph (b)hereof. (b) The following are the definitions of the capitalized terms used herein and not otherwise defined in the Indenture: "Annual Financial Information" means the financial information or actual operating data with respect to the City and the Corporation, provided at least annually, of the type included in the table entitled ["Projected Cash Flow Summary"] appearing under the caption "THE PLAN OF FINANCING—Historic and Projected Operating Results" in the final Official Statement with respect to the Series 2007 Bonds, and in Appendix G to such Official Statement. The financial statements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles ("GAAP") for governmental units as prescribed by the Government Accounting Standards Board ("GASB"). Such financial statements may, but are not required to, be Audited Financial Statements. "Audited Financial Statements" means the City's and the Corporation's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited. 4815-6144-5377.1 ' row Agent. Section 17. Counterparts. This Escrow Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. Section 18. Governing Law. This Escrow Agreement shall be governed by the applicable laws of the State of Nebraska. Section 19. Headings. Any headings preceding the text of the several Sections hereof, and any table of content appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Escrow Agreement, nor shall they affect its meaning, construction or effect. 4833-0457-1905.1 6 ries 2002A Escrow Fund or moneys on deposit in the Series 2002A Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Escrow Agreement or otherwise. 4833-0457-1905.1 3 demption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Telephone: 201/346-0701 FAX: 201/947-0107 E-mail: nrmsir@dpcdata.com Interactive Data Pricing and Reference Data,Inc. Attention: NRMSIR 100 William Street, 15th Floor New York, NY 10038 Telephone: 212/771-6999 FAX: 212/771-7390 E-mail: NRMSIR@interactivedata.com Standard & Poor's Securities Evaluations, Inc. 55 Water Street 45th Floor New York, NY 10041 Telephone: 212/438-4595 FAX: 212/438-3975 E-mail: nrmsir_repository@sandp.com "SID" means a state information depository as operated or designated by the State of Nebraska and recognized by the Securities and Exchange Commission by no-action letter as such for the purposes referred to in the Rule. There is not a SID as of the date of this Letter Agreement. (c) The City undertakes to provide the following information as provided in this Letter Agreement: (1) Annual Financial Information; (2) Audited Financial Statements, if any; and (3) Material Event Notices. (d)(1) 'The City shall while any Series 2007 Bonds are Outstanding provide the Annual Financial Information on or before the date which is 270 days after the end of each fiscal year of the City and the Corporation (the "Submission Date") to the Trustee, who shall provide such Annual Financial Information to each then existing NRMSIR and the SID, if any, on or before the date which is five days after the Submission Date (the "Report Date") while any Series 2007 Bonds are Outstanding or, if not received by the Trustee by the second Business Day prior to the Report Date, then within five Business Days of its receipt by the Trustee. The City shall include with each submission of Annual Financial Information to the Trustee a written representation addressed to the Trustee to the effect that the Annual Financial Information is the Annual Financial Information required hereby and that it complies with the applicable requirements hereof. If the City or the Corporation changes its fiscal year, the City shall provide written 4815-6144-5377.1 3 atements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles ("GAAP") for governmental units as prescribed by the Government Accounting Standards Board ("GASB"). Such financial statements may, but are not required to, be Audited Financial Statements. "Audited Financial Statements" means the City's and the Corporation's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited. 4815-6144-5377.1 ' row Agent. Section 17. Counterparts. This Escrow Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. Section 18. Governing Law. This Escrow Agreement shall be governed by the applicable laws of the State of Nebraska. Section 19. Headings. Any headings preceding the text of the several Sections hereof, and any table of content appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Escrow Agreement, nor shall they affect its meaning, construction or effect. 4833-0457-1905.1 6 ries 2002A Escrow Fund or moneys on deposit in the Series 2002A Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Escrow Agreement or otherwise. 4833-0457-1905.1 3 demption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. notice of the change of fiscal year to the Trustee and to each then existing NRMSIR or the Municipal Securities Rulemaking Board ("MSRB") and the SID, if any. It shall be sufficient if the City provides to the Trustee and the Trustee provides to each then existing NRMSIR and the SID, if any, any or all of the Annual Financial Information by specific reference to documents previously provided to each NRMSIR and the SID, if any, or filed with the Securities and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule, available from the MSRB. (2) If not provided as part of the Annual Financial Information, the City shall provide the Audited Financial Statements to the Trustee when and if available while any Series 2007 Bonds are Outstanding and the Trustee shall then promptly provide each then existing NRMSIR and the SD, if any, with such Audited Financial Statements. (3)(i) If a Material Event occurs while any Series 2007 Bonds are Outstanding, the City shall provide written or electronic notice of a Material Event in a timely manner to the Trustee. The Trustee shall promptly prepare a Material Event Notice, which shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Series 2007 Bonds, and shall promptly provide the Material Event Notice to each then existing NRMSIR or the MSRB and the SID, if any. (ii) The Trustee shall promptly advise the City whenever, in the course of performing its duties as Trustee hereunder or under the Indenture, the Trustee identifies an occurrence which, if material, would require the City to provide a Material Event Notice pursuant to subparagraph (d)(3)(i), provided that the failure of the Trustee to so advise the City shall not cause a breach by the Trustee of any of its duties and responsibilities hereunder. (4) The Trustee shall, without further direction or instruction from the City, provide in a timely manner to each then existing NRMSIR or the MSRB and to the SID, if any, notice of any failure by the City while any Series 2007 Bonds are Outstanding to provide to the Trustee Annual Financial Information on or before the Report Date (whether caused by failure of the City to provide such information to the Trustee by the Submission Date or for any other reason). For the purposes of determining whether information received from the City is Annual Financial Information, the Trustee shall be entitled to rely conclusively on the City's written representation made pursuant to paragraph (d)(1) hereof. (5) If the City provides to the Trustee information relating to the City or the Series 2007 Bonds, which information is not designated as a Material Event Notice, and directs the Trustee to provide such information to information repositories, the Trustee shall provide such information in a timely manner to the MSRB and the SID, if any. (6) The Trustee shall determine each year prior to the Report Date the name and address of each NRMSIR and the SID, if any. (e) The continuing obligation hereunder of the City to provide Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices shall terminate immediately once the Series 2007 Bonds no longer are Outstanding. This Letter Agreement, or any provision hereof, shall be null and void in the event that the City delivers to the Trustee an 4815-6144-5377.1 4 construction or effect. 4833-0457-1905.1 6 ries 2002A Escrow Fund or moneys on deposit in the Series 2002A Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Escrow Agreement or otherwise. 4833-0457-1905.1 3 demption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. ' I opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this Letter Agreement, or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Series 2007 Bonds, provided that the Trustee shall have provided notice of such delivery and the cancellation of this Letter Agreement or any provision hereof to each then existing NRMSIR or the MSRB and the SID, if any. (f) This Letter Agreement may be amended by the City and the Trustee, without the consent of the Bondholders, but only upon the delivery by the City to the Trustee of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule and that such amendment complies with this paragraph (f), provided that the Trustee shall have provided notice of such delivery and of the amendment to each then existing NRMSIR or the MSRB and the SID, if any. Any such amendment shall satisfy the following conditions: (1) The amendment may be made only in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City, or type of business conducted; (2) This Letter Agreement, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (3) The amendment does not materially impair the interest of holders of the Series 2007 Bonds, as determined by nationally recognized bond counsel, or by approving vote of holders of the Series 2007 Bonds pursuant to the terms of the Indenture at the time of the amendment. The initial Annual Financial Information after the amendment shall explain, in narrative form, the reasons for the amendment and the effect of the change in the type of operating data or financial information being provided. (g) Any failure by the parties hereto to perform in accordance with this Letter Agreement shall not constitute an "Event of Default" under the Indenture and the rights and remedies provided by the Indenture upon the occurrence of an "Event of Default" shall not apply to any such failure. The Trustee shall not have the power or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations hereunder. (h) This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, provided that to the extent this Letter Agreement addresses matters of federal securities laws, including the Rule, this Letter Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof. 4815-6144-5377.1 5 and Material Event Notices shall terminate immediately once the Series 2007 Bonds no longer are Outstanding. This Letter Agreement, or any provision hereof, shall be null and void in the event that the City delivers to the Trustee an 4815-6144-5377.1 4 construction or effect. 4833-0457-1905.1 6 ries 2002A Escrow Fund or moneys on deposit in the Series 2002A Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Escrow Agreement or otherwise. 4833-0457-1905.1 3 demption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V. (i) Article X of the Indenture is hereby made applicable to this Letter Agreement as if this Letter Agreement were (solely for this purpose) contained in the Indenture. The Trustee shall have only such duties as are specifically set forth in this Letter Agreement, and the City agrees, subject to the availability of appropriations of funds to it therefor and other moneys legally available for the purpose, to indemnify and hold harmless the Trustee from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Trustee may incur (or which may be claimed against the Trustee by any person or entity whatsoever) arising out of or in the exercise or performance of its powers and duties hereunder, but excluding liabilities due to the Trustee's gross negligence or willful misconduct. (j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee, the Underwriters, the City of Omaha Convention Hotel Corporation and the holders from time to time of the Series 2007 Bonds and shall create no rights in any other person or entity. (k) This Letter Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Very truly yours, [SEAL] CITY OF OMAHA, NEBRASKA ATTEST: , By Mayor City Clerk APPROVED AS TO FORM: Deputy City Attorney Acknowledged and Accepted as of the date first above written: WELLS FARGO BANK NEBRASKA, NATIONAL ASSOCIATION, as Trustee By Authorized Signatory 4815-6144-5377.1 , 6 does not materially impair the interest of holders of the Series 2007 Bonds, as determined by nationally recognized bond counsel, or by approving vote of holders of the Series 2007 Bonds pursuant to the terms of the Indenture at the time of the amendment. The initial Annual Financial Information after the amendment shall explain, in narrative form, the reasons for the amendment and the effect of the change in the type of operating data or financial information being provided. (g) Any failure by the parties hereto to perform in accordance with this Letter Agreement shall not constitute an "Event of Default" under the Indenture and the rights and remedies provided by the Indenture upon the occurrence of an "Event of Default" shall not apply to any such failure. The Trustee shall not have the power or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations hereunder. (h) This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, provided that to the extent this Letter Agreement addresses matters of federal securities laws, including the Rule, this Letter Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof. 4815-6144-5377.1 5 and Material Event Notices shall terminate immediately once the Series 2007 Bonds no longer are Outstanding. This Letter Agreement, or any provision hereof, shall be null and void in the event that the City delivers to the Trustee an 4815-6144-5377.1 4 construction or effect. 4833-0457-1905.1 6 ries 2002A Escrow Fund or moneys on deposit in the Series 2002A Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Escrow Agreement or otherwise. 4833-0457-1905.1 3 demption or to transfer or exchange any Series 2007 Bonds called for redemption. 4833-7920-8961.4 C-4 tion 14.06. Parties Interested Herein. Nothing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the Corporation, the Trustee, the Bond Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. 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("D ' cr3 C 00 t 6 C a• n cn LO C' (D r-r -0 O " - v 2 0vocno CDo73oc . �,' o � 0 � M n -^ ° 0 (D. < C5 D (D Cr Cr n00 i imi CU CD � 3 cQ T C 0 0- ( g 0 0 flJ O ? rt C -- - '� n 0 Q q CD (D o a co CD o_ CD 5< a r ? (D x• z r6 Insurer and the 4833-7920-8961.4 119 filed with the Trustee to the effect that no revocation thereof is on file with the Trustee. At any time after the 4833-7920-8961.4 1 10 Il Zip Email Address PASSED: March 27,2007,7-0 APPROVED BY: MIKE FAHEY 3/29/07 MAYOR OF THE CITY OF OMAHA BUSTER BROWN, City Clerk • '4-4-Q7 „ --r.. •,t1,1),:o .,,, 49 N , Cc\ • \1Q:1:1 tnge liS 19994 1-°- (7)_. ...1-- I >2;44 -1-j° • ' CiN•1/ < -1\ L. 2"' .r.- ,t, .. ,\. c• i / vise 4,,,;-- ait. ,Q f".. .......„ cc' z• ... ' IS PUZ6 N •rc -g E ISell:sNL6 2 Es .3 0 c...1 7 2 -..--r-LQ-§ ••,...,er , 1S-I99 ,_ .•-•,-E '-,-- !.. „ ' i•-• 'I- .c,---11;r PAV PuZ6 N IS PJ£6 N ,- - PA ' ..311 ' •I ,--i i" ';.1 V.